Sec Form 3 Filing - Boyalife Asset Holding II, Inc. @ CESCA THERAPEUTICS INC. - 2018-04-16

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
Boyalife Asset Holding II, Inc.
2. Issuer Name and Ticker or Trading Symbol
CESCA THERAPEUTICS INC. [ KOOL]
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)
2453 S. ARCHER AVE., SUITE B
3. Date of Earliest Transaction (MM/DD/YY)
04/16/2018
(Street)
CHICAGO, IL60616
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
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
Second Amended and Restated Convertible Promissory Note ( 1 ) $ 1.61 ( 1 ) 04/16/2018( 1 ) 03/06/2022( 1 ) Common Stock, par value $.001 per share 6,211,180 ( 1 ) D ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Boyalife Asset Holding II, Inc.
2453 S. ARCHER AVE.
SUITE B
CHICAGO, IL60616
X
Boyalife Group, Inc.
2453 S. ARCHER AVE.
SUITE B
CHICAGO, IL60616
X
Signatures
/s/ Xiaochun Xu, Authorized Officer 04/26/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Second Amended and Restated Convertible Promissory Note due March 6, 2022 (the "Note") was issued pursuant to a First Amended and Restated Revolving Credit Agreement, dated April 16, 2018, as reported in the Issuer's Form 8-K filed on April 18, 2018. The Note is in the maximum aggregate principal amount of $10.0 million, and the outstanding balance and accrued but unpaid interest is convertible at any time by the holder thereof at an initial conversion price of $1.61 per share, subject to adjustment as set forth in the Note. The number of shares underlying the Note as reflected herein is calculated based on the maximum principal amount of the Note and without reference to conversion limitations in the Note.
( 2 )The reported securities are held directly by Boyalife Asset Holding II, Inc., which is a wholly owned subsidiary of Boyalife Group, Inc. ("Parent"), and accordingly Parent is an indirect beneficial owner of the reported securities.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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