Sec Form 3 Filing - MANCHESTER MANAGEMENT CO LLC @ SANUWAVE Health, Inc. - 2022-06-06

FORM 3 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 MANCHESTER MANAGEMENT CO LLC 2. Issuer Name and Ticker or Trading Symbol SANUWAVE Health, Inc. [ SNWV] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director by Deputization (Last) (First) (Middle) 2 CALLE CANDINA, #1701 3. Date of Earliest Transaction (MM/DD/YY) 06/06/2022 (Street) SAN JUAN, PR00907 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 Common Stock, par value $0.001 $ 36,585,646 I See Footnote( 1 ) Common Stock, par value $0.001 $ 2,500,000 I See Footnote( 2 ) Common Stock, par value $0.001 $ 2,250,000 D( 3 ) Common Stock, par value $0.001 $ 1,500,000 D( 4 )

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 Future Advance Convertible Promissory Note $ 0.04 08/05/2022 ( 5 ) Common Stock, par value $0.001 $ 62,500,000 I See Footnote( 1 ) Future Advance Convertible Promissory Note $ 0.04 08/05/2022 ( 5 ) Common Stock, par value $0.001 $ 6,250,000 D( 4 ) Common Stock Purchase Warrant ( 7 ) 08/05/2022( 6 ) 08/05/2027 Common Stock, par value $0.001 $ 125,000,000 I See Footnote( 1 ) Common Stock Purchase Warrant ( 7 ) 08/05/2022( 6 ) 08/05/2027 Common Stock, par value $0.001 $ 12,500,000 D( 4 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MANCHESTER MANAGEMENT CO LLC 2 CALLE CANDINA, #1701 SAN JUAN, PR00907 X Director by Deputization MANCHESTER MANAGEMENT PR, LLC 2 CALLE CANDINA, #1701 SAN JUAN, PR00907 X Director by Deputization Manchester Explorer, L.P. 2 CALLE CANDINA, #1701 SAN JUAN, PR00907 X Director by Deputization BESSER JAMES E 2 CALLE CANDINA, #1701 SAN JUAN, PR00907 X Director by Deputization FRANK MORGAN C. 2 CALLE CANDINA, #1701 SAN JUAN, PR00907 X Signatures Manchester Management Company, LLC By: /s/ James E. Besser Managing Member 08/10/2022 Signature of Reporting Person Date Manchester Management PR, LLC By: /s/James E. Besser Managing Member 08/10/2022 Signature of Reporting Person Date Manchester Explorer, L.P. By: /s/James E. Besser Managing Member of the General Partner 08/10/2022 Signature of Reporting Person Date By: /s/ James E. Besser 08/10/2022 Signature of Reporting Person Date By: /s/ Morgan C. Frank 08/10/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities and warrants are owned directly by Manchester Explorer, L.P. ("Explorer") and may be deemed to be indirectly beneficially owned by (i) Manchester Management Company, LLC ("Manchester Management"), the general partner of Explorer, (ii) Manchester Management PR, LLC ("Manchester PR"), the investment adviser to Manchester Management, (iii) James E. Besser, the managing member of Manchester Management and Manchester PR, and (iv) Morgan Frank, who serves as a portfolio manager and as a consultant for Explorer. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons 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 reported securities and warrants are owned directly by JEB Partners, L.P. ("JEB Partners") and may be deemed to be indirectly beneficially owned by (i) Manchester Management, the general partner of JEB Partners, (ii) Manchester PR, the investment adviser to Manchester Management, and (iii) James E. Besser, the managing member of Manchester Management and Manchester PR. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons 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. ( 3 )The reported securities are directly owned by James E. Besser in his personal capacity. ( 4 )The reported securities and warrants are directly owned by Morgan C. Frank in his personal capacity. ( 5 )After all principal, accrued interest and other amounts at any time owed on the note have been paid in full, the note shall automatically be deemed canceled, shall be surrendered to the Issuer for cancellation and shall not be reissued. The foregoing description of the note does not purport to be complete and is subject to and qualified in its entirety by reference to the Future Advance Convertible Promissory Note included as Exhibit 4.1 of the Issuer's 8-K filed on August 8, 2022, which is incorporated by reference. ( 6 )The exercise of the reported warrants are subject to the limitations and conditions on exercise set forth in the Common Stock Purchase Warrant, including the limitation that such warrants are not currently exercisable into shares until such time as the Issuer's authorized and unissued shares are at a number sufficient to permit the exercise of all warrants and the conversion or exercise of all other share equivalents. The foregoing description of the warrant does not purport to be complete and is subject to and qualified in its entirety by reference to the Common Stock Purchase Warrant included as Exhibit 4.2 of the Issuer's 8-K filed on August 8, 2022, which is incorporated by reference ("Exhibit 4.2"). ( 7 )Per Exhibit 4.2, it is currently intended there will be two warrants issued, one with a strike price of $0.067 and the other with a strike price of $0.04.

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