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

FORM 3/A 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) 01/12/2022 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) $ 2.64 ( 4 ) 09/17/2024 Common stock 1,893 D Options (right to purchase) $ 2.64 ( 5 ) 09/19/2024 Common stock 1,893 D Options (right to purchase) $ 2.64 ( 6 ) 11/05/2024 Common stock 946 D Options (right to purchase) $ 2.64 ( 7 ) 12/13/2024 Common stock 7,575 D Options (right to purchase) $ 2.64 ( 8 ) 12/31/2024 Common stock 37,878 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 04/19/2022 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 such that the options shall vest in full by the 4th anniversary of the initial issuance date. ( 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 such that the options shall vest in full by the 4th anniversary of the initial issuance date. ( 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 such that the options shall vest in full by the 4th anniversary of the initial issuance date. ( 4 )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 such that the options shall vest in full by the 4th anniversary of the initial issuance date. ( 5 )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 such that the options shall vest in full by the 4th anniversary of the initial issuance date. ( 6 )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 such that the options shall vest in full by the 4th anniversary of the initial issuance date. ( 7 )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 such that the options shall vest in full by the 4th anniversary of the initial issuance date. ( 8 )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 such that the options shall vest in full by the 4th anniversary of the initial issuance date.

Remarks: This is the first of the three Form 3s. This Form 3/A is filed to amend the Form 3 filed by the Reporting Person on January 12, 2022 (the "Original Form 3"). The Original Form 3 is hereby amended to update the vesting schedule of certain options issued to the Reporting Person.

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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