Sec Form 3 Filing - Puissance Cross-Border Opportunities III LLC @ Bellerophon Therapeutics, Inc. - 2017-09-29

Insider filing report for Changes in Beneficial Ownership
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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
Puissance Cross-Border Opportunities III LLC
2. Issuer Name and Ticker or Trading Symbol
Bellerophon Therapeutics, Inc. [ BLPH]
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)
950 THIRD AVENUE, 25TH FL
3. Date of Earliest Transaction (MM/DD/YY)
09/29/2017
(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
Common Stock 8,298,755 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
Warrants (right to buy) $ 1.242 03/29/2018 09/29/2022 Common Stock 8,298,755 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Puissance Cross-Border Opportunities III LLC
950 THIRD AVENUE
25TH FL
NEW YORK, NY10022
X
Puissance Capital Fund (GP) LLC
950 THIRD AVENUE
25TH FLOOR
NEW YORK, NY10022
X
Puissance Capital Management LP
950 THIRD AVENUE, 25TH FLOOR
NEW YORK, NY10022
X
Puissance Capital Management (GP) LLC
950 THIRD AVENUE
25TH FLOOR
NEW YORK, NY10022
X
Wang Theodore T
C/O PUISSANCE CAPITAL MANAGEMENT LP
950 THIRD AVENUE, 25TH FLOOR
NEW YORK, NY10022
X
Signatures
Theodore T. Wang 10/02/2017
Signature of Reporting Person Date
Explanation of Responses:

Remarks:
(1)These securities are held directly by Puissance Cross-Border Opportunities III LLC and may be deemed to be beneficially owned by Puissance Capital Management LP, the investment manager of Puissance Cross Border Opportunities III LLC; Puissance Capital Management (GP) LLC, the general partner of Puissance Capital Management LP; Puissance Capital Fund (GP) LLC, the general partner of Puissance Cross Border Opportunities III LLC; and Theodore T. Wang, the managing member of Puissance Capital Management (GP) LLC and Puissance Capital Fund (GP) LLC. The Reporting Persons each disclaim beneficial ownership of the reported securities except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that any Reporting Person is the beneficial owner of the reported securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.(2)This filing to the Initial Statement of Beneficial Ownership of Securities on Form 3, is being filed to correct the mistaken Form F-3 filed on October 5, 2017 by correcting the form type of filing.

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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