Sec Form 4 Filing - ASHMAN JAMES P @ Microphase Corp - 2014-12-29

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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The following is an SEC EDGAR document rendered as filed.
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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 *
ASHMAN JAMES P
2. Issuer Name and Ticker or Trading Symbol
Microphase Corp [ NONE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Vice President of Finance
(Last)
(First)
(Middle)
100 TRAP FALLS ROAD EXTENSION SUITE 400
3. Date of Earliest Transaction (MM/DD/YY)
12/29/2014
(Street)
SHELTON, CT06484
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 12/29/2014 A 6,667 ( 1 ) A 6,667 ( 1 ) D
Common Stock 09/30/2015 A 33,333 ( 1 ) ( 3 ) A 40,000 ( 1 ) 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
Options $ 2 ( 4 ) 09/30/2015 A 25,000 ( 1 ) ( 5 ) 09/30/2022 Common Stock 25,000 ( 1 ) ( 2 ) 25,000 ( 1 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ASHMAN JAMES P
100 TRAP FALLS ROAD EXTENSION SUITE 400
SHELTON, CT06484
Vice President of Finance
Signatures
/s/ James P. Ashman 09/25/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 5, 2016, the issuer effectuated a 1 for 3 reverse split of its shares of common stock. All share figures in this Form 4 reflect that reverse split.
( 2 )Mr. Ashman received the shares and options from the registrant in consideration for his service as an officer.
( 3 )The 33,333 shares vested as follows: (i) 10,000 on September 30, 2015, (ii) 10,000 on December 31, 2015, (iii) 10,000 on March 31, 2016, and (iv) 3,333 on June 30, 2016.
( 4 )The exercise price is $2.00, which was the fair market value of a share of common stock as determined by the board of directors on September 30, 2015. There has never been a public market for the issuer's shares of common stock.
( 5 )The vesting schedule for the 25,000 options is as follows: (i) 8,334 on September 30, 2015, (ii) 8,333 on September 30, 2016, and (iii) 8,333 on September 30, 2017.

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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