Sec Form 3 Filing - BESSER JAMES E @ NEUROONE MEDICAL TECHNOLOGIES Corp - 2021-01-15

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 BESSER JAMES E 2. Issuer Name and Ticker or Trading Symbol NEUROONE MEDICAL TECHNOLOGIES Corp [ NMTC] 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) 2 CALLE CANDINA, #1701 3. Date of Earliest Transaction (MM/DD/YY) 01/15/2021 (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 492,951 D Common Stock 4,750,000 I See Footnotes ( 1 ) ( 2 )

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 Warrant $ 1.75 01/15/2021 01/15/2026 Common Stock 250,000 D Warrant $ 1.75 01/15/2021 01/15/2026 Common Stock 4,750,000 I See Footnotes ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BESSER JAMES E 2 CALLE CANDINA, #1701 SAN JUAN, PR00907 X FRANK MORGAN C. 2 CALLE CANDINA, #1701 SAN JUAN, PR00907 X MANCHESTER MANAGEMENT CO LLC 2 CALLE CANDINA, #1701 SAN JUAN, PR00907 X MANCHESTER MANAGEMENT PR, LLC 2 CALLE CANDINA, #1701 SAN JUAN, PR00907 X Manchester Explorer, L.P. 2 CALLE CANDINA, #1701 SAN JUAN, PR00907 X Signatures /s/ James E. Besser 01/21/2021 Signature of Reporting Person Date /s/ Morgan C. Frank 01/21/2021 Signature of Reporting Person Date Manchester Management Company, LLC, By: /s/ James E. Besser, Managing Member 01/21/2021 Signature of Reporting Person Date Manchester Management PR, LLC, By: /s/ James E. Besser, Managing Member 01/21/2021 Signature of Reporting Person Date Manchester Explorer, L.P., By: /s/ James E. Besser, Managing Member of the General Partner 01/21/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities and warrants are directly owned by Manchester Explorer, L.P. JEB Partners, L.P and by Morgan C. Frank in his personal capacity. The reported securities and warrants are indirectly beneficially owned by Manchester Management PR, LLC and Manchester Management Company, LLC as a result of having investment discretion over Manchester Explorer, L.P. and JEB Partners, L.P. The reported securities and warrants may also be deemed to be indirectly beneficially owned by James E. Besser, as the Managing Member of Manchester Management PR, LLC and Manchester Management Company, LLC and by Morgan C. Frank, who serves as a portfolio manager and as a consultant for Manchester Management Company, LLC. ( 2 )The Reporting Persons disclaim beneficial ownership of the reported securities and warrants 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 owner of the securities and warrants for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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).

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