Sec Form 3 Filing - MILBY RANDY @ Hillstream BioPharma Inc. - 2022-01-11

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 MILBY RANDY 2. Issuer Name and Ticker or Trading Symbol Hillstream BioPharma Inc. [ HILS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O HILLSTREAM BIOPHARMA, INC., 1200 ROUTE 22 EAST, SUITE 2000 3. Date of Earliest Transaction (MM/DD/YY) 01/11/2022 (Street) BRIDGEWATER, NJ08807 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

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 (right to purchase) $ 13.2 ( 1 ) 06/20/2023 Common stock 18,939 D Options (right to purchase) $ 13.2 ( 2 ) 09/20/2023 Common stock 10,984 D Options (right to purchase) $ 0.079 ( 3 ) 07/31/2024 Common Stock 37,878 D Options (right to purchase) $ 0.079 ( 4 ) 08/30/2024 Common stock 189,393 D Options (right to purchase) $ 2.64 ( 5 ) 09/17/2024 Common stock 1,893 D Options (right to purchase) $ 2.64 ( 6 ) 09/19/2024 Common stock 1,893 D Options (right to purchase) $ 2.64 ( 7 ) 11/05/2024 Common stock 946 D Options (right to purchase) $ 2.64 ( 8 ) 12/13/2024 Common stock 7,575 D Options (right to purchase) $ 2.64 ( 9 ) 12/31/2024 Common stock 37,878 D Options (right to purchase) $ 0.314 01/31/2020 01/31/2030 Common stock 7,575 D Options (right to purchase) $ 0.314 02/29/2020 02/28/2030 Common stock 7,575 D Options (right to purchase) $ 0.314 03/31/2020 03/31/2030 Common Stock 7,575 D Options (right to purchase) $ 0.314 04/30/2020 04/30/2030 Common stock 7,575 D Options (right to purchase) $ 0.314 05/31/2020 05/31/2030 Common stock 7,575 D Options (right to purchase) $ 0.314 06/30/2020 06/30/2030 Common stock 7,575 D Options (right to purchase) $ 0.314 07/31/2020 07/31/2030 Common stock 7,575 D Options (right to purchase) $ 0.314 08/31/2020 08/31/2030 Common stock 7,575 D Options (right to purchase) $ 0.314 09/30/2020 09/30/2030 Common stock 7,575 D Options (right to purchase) $ 3.817 10/31/2020 10/31/2030 Common stock 7,575 D Options (right to purchase) $ 3.817 11/12/2020 11/12/2030 Common stock 7,575 D Options (right to purchase) $ 3.817 11/12/2020 11/12/2030 Common stock 37,878 D Options (right to purchase) $ 3.817 11/30/2020 11/30/2030 Common stock 7,575 D Options (right to purchase) $ 3.817 12/31/2020 12/31/2030 Common stock 7,575 D Options (right to purchase) $ 7.822 01/31/2021 01/31/2031 Common stock 18,939 D Options (right to purchase) $ 7.822 02/01/2021 02/01/2031 Common stock 45,454 D Options (right to purchase) $ 7.822 02/28/2021 02/28/2031 Common stock 18,939 D Options (right to purchase) $ 7.822 03/31/2021 03/31/2026 Common stock 18,939 D Options (right to purchase) $ 7.822 04/02/2021 04/02/2031 Common stock 37,878 D Options (right to purchase) $ 7.822 04/30/2021 04/30/2031 Common stock 18,939 D Options (right to purchase) $ 7.822 05/31/2021 05/31/2031 Common stock 18,939 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MILBY RANDY C/O HILLSTREAM BIOPHARMA, INC. 1200 ROUTE 22 EAST, SUITE 2000 BRIDGEWATER, NJ08807 X Chief Executive Officer Signatures /s/ Randy Milby 01/12/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Registrant issued the Reporting Person the options on June 20, 2018. The options vest as follows: (i) 3,787 options vested on the date of grant and became exercisable on June 20, 2019 and (ii) the balance of the options shall vest and become exercisable in 48 equal monthly installments with the first installment vesting on July 20, 2019. ( 2 )The Registrant issued the Reporting Person the options on September 20, 2018. The options vest as follows: (i) 3,787 options vested on the date of grant and became exercisable on September 20, 2019 and (ii) the balance of the options shall vest and become exercisable in 48 equal monthly installments with the first installment vesting on October 20, 2019. ( 3 )The Registrant issued the Reporting Person the options on July 31, 2019. The options vest as follows: (i) 9,469 options vested and became exercisable on July 31, 2020 and (ii) the balance of the options shall vest and become exercisable in 48 equal monthly installments with the first installment vesting on August 31, 2020. ( 4 )The Registrant issued the Reporting Person the options on August 30, 2019. The options vested on the date of grant and become exercisable on the completion of the Registrant's initial public offering or a public listing via a reverse merger with a public company. ( 5 )The Registrant issued the Reporting Person the options on September 17, 2019. The options vest as follows: (i) 473 options vested and became exercisable on September 17, 2020 and (ii) the balance of the options shall vest and become exercisable in 48 equal monthly installments with the first installment vesting on October 31, 2020. ( 6 )The Registrant issued the Reporting Person the options on September 19, 2019. The options vest as follows: (i) 473 options vested and became exercisable on September 19, 2020 and (ii) the balance of the options shall vest and become exercisable in 48 equal monthly installments with the first installment vesting on October 31, 2020. ( 7 )The Registrant issued the Reporting Person the options on November 5, 2019. The options vest as follows: (i) 236 options vested and became exercisable on November 5, 2020 and (ii) the balance of the options shall vest and become exercisable in 48 equal monthly installments with the first installment vesting on December 31, 2020. ( 8 )The Registrant issued the Reporting Person the options on December 13, 2019. The options vest as follows: (i) 3,787 options vested on the date of grant and became exercisable on December 13, 2020 and (ii) the balance of the options shall vest and become exercisable in 48 equal monthly installments with the first installment vesting on January 31, 2020. ( 9 )The Registrant issued the Reporting Person the options on December 31, 2019. The options vest as follows: (i) 9,469 options vested and became exercisable on December 31, 2020 and (ii) the balance of the options shall vest and become exercisable in 48 equal monthly installments with the first installment vesting on January 31, 2020.

Remarks: This is the first of the three Form 3s.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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