Sec Form 4 Filing - ARMISTICE CAPITAL, LLC @ ReShape Lifesciences Inc. - 2020-03-25

Insider filing report for Changes in Beneficial Ownership
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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
ARMISTICE CAPITAL, LLC
2. Issuer Name and Ticker or Trading Symbol
ReShape Lifesciences Inc. [ RSLS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
510 MADISON AVENUE, 7TH FLOOR,
3. Date of Earliest Transaction (MM/DD/YY)
03/25/2020
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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
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
Series G Warrants ( 2 ) 03/25/2020 J( 2 ) 1,200,000 03/25/2020 03/25/2025 COMMON STOCK 1,200,000 ( 2 ) 1,200,000 D ( 1 )
Series G Warrants ( 2 ) 03/25/2020 J( 2 ) 0 03/25/2020 03/25/2025 COMMON STOCK 0 ( 2 ) 1,200,000 I See Footnote ( 1 )
Series F Prefunded Warrants ( 3 ) 09/23/2019 ( 4 ) COMMON STOCK 2,569,167 2,569,167 D ( 1 )
Series F Prefunded Warrants ( 3 ) 09/23/2019 ( 4 ) COMMON STOCK 0 2,569,167 I See Footnote ( 1 )
Series E Warrants ( 5 ) 09/23/2019 11/12/2020 COMMON STOCK 2,625,000 2,625,000 D ( 1 )
Series E Warrants ( 5 ) 09/23/2019 11/12/2020 COMMON STOCK 0 2,625,000 I See Footnote ( 1 )
Series A Warrants ( 6 ) 06/18/2019 11/12/2024 COMMON STOCK 2,625,000 2,625,000 D ( 1 )
Series A Warrants ( 6 ) 06/18/2019 11/12/2024 COMMON STOCK 0 2,625,000 I See Footnote ( 1 )
Series C Prefunded Warrants ( 7 ) 06/18/2019 ( 8 ) COMMON STOCK 2,516,667 2,516,667 D ( 1 )
Series C Prefunded Warrants ( 7 ) 06/18/2019 ( 8 ) COMMON STOCK 0 2,516,667 I See Footnote ( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ARMISTICE CAPITAL, LLC
510 MADISON AVENUE, 7TH FLOOR
NEW YORK, NY10022
X
Armistice Capital Master Fund Ltd.
C/O DMS CORPORATE SERVICES LTD.
20 GENESIS CLOSE, P.O. BOX 314
GRAND CAYMAN, E9KY1-1104
X
Boyd Steven
C/O ARMISTICE CAPITAL, LLC
510 MADISON AVENUE, 7TH FLOOR
NEW YORK, NY10022
X
Signatures
Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member 03/27/2020
Signature of Reporting Person Date
Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director 03/27/2020
Signature of Reporting Person Date
/s/ Steven Boyd 03/27/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands corporation (the "Master Fund"), and may be deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital") as the investment manager of the Master Fund. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
( 2 )The Issuer issued to the Master Fund series G warrants of the Issuer (collectively, the "Series G Warrants") in connection with a credit agreement entered into between the Issuer and the Master Fund on March 25, 2020. The exercise price of each Series G Warrant is the lesser of: (i) $3.70; or (ii) the average of the two lowest volume weighted average prices for the Shares during the 10 trading days immediately prior to the exercise date, subject to adjustment pursuant to the terms of the Series G Common Stock Purchase Warrant.
( 3 )The exercise price of each Series F Prefunded Warrant is $0.001 per Share, subject to adjustment pursuant to the terms of the Series F Prefunded Warrants.
( 4 )The Series F Prefunded Warrants have a perpetual term.
( 5 )The exercise price of each Series E Warrant is $0.05, subject to adjustment pursuant to the terms of the Series E Warrants.
( 6 )The exercise price for each Series A Warrant is $0.022 per share of Common Stock, subject to adjustment pursuant to the terms of the Series A Warrants.
( 7 )The exercise price for each Series C Prefunded Warrant is $0.001 per share of Common Stock, subject to adjustment pursuant to the terms of the Series C Prefunded Warrants.
( 8 )The Series C Prefunded Warrants have a perpetual term.

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