Sec Form 4 Filing - Xu Xiaochun @ ThermoGenesis Holdings, Inc. - 2019-12-20

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 Xu Xiaochun 2. Issuer Name and Ticker or Trading Symbol ThermoGenesis Holdings, Inc. [ KOOL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 2711 CITRUS ROAD, 3. Date of Earliest Transaction (MM/DD/YY) 12/20/2019 (Street) RANCHO CORDOVA, CA95742 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 12/26/2019 P( 1 ) 683,824 D ( 1 ) $ 2,277,134 0 I By Boyalife (Hong Kong) Ltd. Common Stock 12/26/2019 P( 1 ) 683,824 A ( 1 ) $ 2,277,134 683,824 I By Boyalife Asset Holding II, Inc.

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 to Purchase Common Stock $ 80 12/26/2019 P( 1 ) 352,942 ( 1 ) 12/26/2016 02/13/2021 Common Stock 352,942 $ 10 ( 1 ) 0 I By Boyalife (Hong Kong) Ltd. Warrants to Purchase Common Stock $ 80 12/26/2019 P( 1 ) 352,942 12/26/2016 02/13/2021 Common Stock 352,942 $ 10 ( 1 ) 352,942 I Boyalife Asset Holding II, Inc. Participation Interest in Convertible Note ( 2 ) $ 1.8 12/20/2019 P( 2 ) 12/20/2019 03/06/2022 Common Stock 600,000 $ 2,000,000 $ 9,445,000 ( 2 ) ( 3 ) I Boyalife Asset Holding II, Inc.

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Xu Xiaochun 2711 CITRUS ROAD RANCHO CORDOVA, CA95742 X X CEO Li Yishu 2711 CITRUS ROAD RANCHO CORDOVA, CA95742 X Boyalife Group, Inc. 2453 S. ARCHER AVE. SUITE B CHICAGO, IL60616 X Boyalife Asset Holding II, Inc. 2453 S. ARCHER AVE. SUITE B CHICAGO, IL60616 X Boyalife (Hong Kong) Ltd 2453 S. ARCHER AVE STE. B CHICAGO, IL60616 X Signatures /s/ Xiaochun Xu 01/03/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 26, 2019, Boyalife (Hong Kong) Ltd. ("Boyalife HK") sold to Boyalife Asset Holding II, Inc. ("Boyalife AH") an aggregate of 683,824 shares of the Issuer's common stock for an aggregate purchase price of $2,227,134 (or $3.33 per share) and warrants to purchase 352,942 shares of issuer common stock for an aggregate purchase price of $10.00. Boyalife AH is 100% owned by Boyalife Group, Inc., which is 100% owned by Mr. Xiaochun Xu, and Boyalife HK is owned 100% by Ms. Yishu Li, the spouse of Mr. Xiaochun Xu. Accordingly, the transaction resulted in a change in the form of beneficial ownership of the shares and did not result in a change in Mr. Xu's and Ms. Li's pecuniary interest in the shares. ( 2 )On December 20, 2019, Boyalife AH sold to a third party in a private transaction a participation interest the Second Amended and Restated Convertible Promissory Note, dated April 16, 2018, issued by the Issuer and held by Boyalife AH (the "Convertible Note"). Boyalife AH sold to the third party a participation interest in the Convertible Note equal to $1,080,000 in face value of the Convertible Note. The Convertible Note is convertible into shares of Issuer common stock at a conversion price of $1.80 (subject to adjustment), with the participation interest representing a right to receive 600,000 conversion shares, subject to a conversion blocker of 4.99%. ( 3 )Represents the amount of principal and interest remaining under the Convertible Note as of the date of this Form 4 that is not subject to the participation interest described in preceding Note 2.

Remarks: All share numbers, warrant numbers, exercise prices, and conversion prices on this Form 4 reflect the Issuer's one-for-ten reserve stock split of its common stock that occurred on June 4, 2019.

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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