Sec Form 4 Filing - Stetson John @ POLARITYTE, INC. - 2017-11-10

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Stetson John 2. Issuer Name and Ticker or Trading Symbol POLARITYTE, INC. [ COOL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O POLARITYTE, INC., 615 ARAPEEN DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/10/2017 (Street) SALT LAKE CITY, UT84108 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common stock, par value $0.001 per share 11/10/2017 A 40,000 ( 1 ) A $ 0 ( 2 ) 380,923 ( 3 ) D Common stock, par value $0.001 per share 11/10/2017 A 7,500 ( 4 ) A $ 0 ( 5 ) 380,923 ( 3 ) D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Option $ 24.59 11/10/2017 A 60,000 ( 6 ) ( 6 ) 11/10/2027 Common Stock 60,000 $ 0 ( 7 ) 32,500 ( 8 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Stetson John C/O POLARITYTE, INC. 615 ARAPEEN DRIVE SALT LAKE CITY, UT84108 X Chief Financial Officer Signatures /s/ John Stetson 11/13/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a restricted stock award under the PolarityTE, Inc. 2017 Equity Incentive Plan (the "Restricted Stock Award"), of which one-half shall vest on the date of grant and one-half shall vest in twenty four (24) equal monthly installments on the one month anniversary of the grant date. ( 2 )Restricted Stock Award is issued as a performance award for the Reporting Person's role as Chief Financial Officer and a director of the Issuer. ( 3 )Includes shares vested or to be vested within 60 days. ( 4 )Represents a restricted stock award under the PolarityTE, Inc. 2017 Equity Incentive Plan (the "Second Restricted Stock Award"), which shall vest immediately on the date of grant ( 5 )Second Restricted Stock Award is in connection with the Reporting Person entering into a new employment agreement with the Issuer. ( 6 )Represents an option award under the PolarityTE, Inc. 2017 Equity Incentive Plan (the "Option Award"), of which one-half shall vest on the date of grant and one-half shall vest in twenty four (24) equal monthly installments on the one month anniversary of the grant date. ( 7 )Option Award is compensation for the Reporting Person's service as Chief Financial Officer and director of the Issuer. ( 8 )Includes options vested or to be vested within 60 days pursuant to the Option Award.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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