Sec Form 4 Filing - MILBY RANDY @ Hillstream BioPharma Inc. - 2022-01-14

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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
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)
01/14/2022
(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
Common Stock 01/14/2022 C 27,479 A $ 3.2 1,800,204 D
Common Stock 01/14/2022 C 30,772 A $ 3.2 1,830,976 D
Common Stock 01/14/2022 C 678 A $ 3.2 1,831,654 D
Common Stock 01/14/2022 C 10,184 A $ 3.2 1,841,838 D
Common Stock 01/14/2022 C 18,637 A $ 3.2 1,860,475 D
Common Stock 01/14/2022 C 18,634 A $ 3.2 1,879,109 D
Common Stock 01/14/2022 C 13,510 A $ 3.2 1,892,619 D
Common Stock 01/14/2022 C 13,472 A $ 3.2 1,906,091 D
Common Stock 01/14/2022 C 13,441 A $ 3.2 1,919,532 D
Common Stock 01/14/2022 C 16,757 A $ 3.2 1,936,289 D
Common Stock 01/14/2022 C 10,018 A $ 3.2 1,946,307 D
Common Stock 01/14/2022 C 11,656 A $ 3.2 1,957,963 D
Common Stock 01/14/2022 C 182,450 A $ 3.2 2,140,413 D
Common Stock 01/14/2022 C 16,637 A $ 3.2 2,157,050 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
Convertible Note $ 3.2 01/14/2022 C ( 1 ) ( 1 ) Common stock 27,479 $ 0 0 D
Convertible Note $ 3.2 01/14/2022 C ( 2 ) ( 2 ) Common stock 30,772 $ 0 0 D
Convertible Note $ 3.2 01/14/2022 C ( 3 ) ( 3 ) Common stock 678 $ 0 0 D
Convertible Note $ 3.2 01/14/2022 C ( 4 ) ( 4 ) Common stock 10,184 $ 0 0 D
Convertible Note $ 3.2 01/14/2022 C ( 5 ) ( 5 ) Common stock 18,637 $ 0 0 D
Convertible Note $ 3.2 01/14/2022 C ( 6 ) ( 6 ) Common stock 18,634 $ 0 0 D
Convertible Note $ 3.2 01/14/2022 C ( 7 ) ( 7 ) Common stock 13,510 $ 0 0 D
Convertible Note $ 3.2 01/14/2022 C ( 8 ) ( 8 ) Common stock 13,472 $ 0 0 D
Convertible Note $ 3.2 01/14/2022 C ( 9 ) ( 9 ) Common stock 13,441 $ 0 0 D
Convertible Note $ 3.2 01/14/2022 C ( 10 ) ( 10 ) Common stock 16,757 $ 0 0 D
Convertible Note $ 3.2 01/14/2022 C ( 11 ) ( 11 ) Common stock 10,018 $ 0 0 D
Convertible Note $ 3.2 01/14/2022 C ( 12 ) ( 12 ) Common stock 11,656 $ 0 0 D
Convertible Note $ 3.2 01/14/2022 C ( 13 ) ( 13 ) Common stock 182,450 $ 0 0 D
Convertible Note $ 3.2 01/14/2022 C ( 14 ) ( 14 ) Common stock 16,637 $ 0 0 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 01/20/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On January 21, 2020, the Registrant issued the Reporting Person an $80,000 note which matures on the earlier of (i) January 20, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.
( 2 )On February 27, 2020, the Registrant issued the Reporting Person a $90,000 note which matures on the earlier of (i) February 26, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.
( 3 )On April 23, 2020, the Registrant issued the Reporting Person a $2,000 note which matures on the earlier of (i) April 23, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.
( 4 )On April 24, 2020, the Registrant issued the Reporting Person a $30,000 note which matures on the earlier of (i) April 24, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.
( 5 )On May 8, 2020, the Registrant issued the Reporting Person a $55,000 note which matures on the earlier of (i) May 8, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.
( 6 )On May 19, 2020, the Registrant issued the Reporting Person a $55,068 note which matures on the earlier of (i) May 19, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.
( 7 )On June 3, 2020, the Registrant issued the Reporting Person a $40,000 note which matures on the earlier of (i) June 3, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.
( 8 )On June 25, 2020, the Registrant issued the Reporting Person a $40,000 note which matures on the earlier of (i) June 25, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.
( 9 )On July 13, 2020, the Registrant issued the Reporting Person a $40,000 note which matures on the earlier of (i) July 13, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.
( 10 )On August 3, 2020, the Registrant issued the Reporting Person a $50,000 note which matures on the earlier of (i) August 3, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.
( 11 )On August 31, 2020, the Registrant issued the Reporting Person a $30,000 note which matures on the earlier of (i) August 31, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.
( 12 )On September 21, 2020, the Registrant issued the Reporting Person a $35,000 note which matures on the earlier of (i) September 21, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.
( 13 )On September 27, 2020, the Registrant issued the Reporting Person notes in the aggregate principal amount of $549,058.09. The notes mature on the earlier of (i) September 27, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the notes together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.
( 14 )On September 28, 2020, the Registrant issued the Reporting Person a $50,000 note which matures on the earlier of (i) September 28, 2022 and (ii) the closing of the Next Equity Financing (as defined therein). The principal amount of the note together with accrued interest thereon automatically converts into the type of Equity Securities (as defined therein) issued in the Next Equity Financing. Pursuant to the terms of the note, because the Registrant's initial public offering qualified as a Next Equity Financing, the note automatically converted into shares of the Registrant's common stock.

Remarks:
This is the first of the Form 4s.

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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