Sec Form 3 Filing - Peregrine Financial Corp @ CPS TECHNOLOGIES CORP/DE/ - 2021-03-22

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
Peregrine Financial Corp
2. Issuer Name and Ticker or Trading Symbol
CPS TECHNOLOGIES CORP/DE/ [ CPSH]
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)
222 ROSEWOOD DRIVE, SUITE 530
3. Date of Earliest Transaction (MM/DD/YY)
03/22/2021
(Street)
DANVERS, MA01923
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 815,894 ( 1 ) ( 3 ) I See Footnote ( 1 ) ( 3 )
Common Stock 813,833 ( 2 ) ( 3 ) I See Footnote ( 2 ) ( 3 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Peregrine Financial Corp
222 ROSEWOOD DRIVE, SUITE 530
DANVERS, MA01923
X
Peregrine Trust Company, LLC
222 ROSEWOOD DRIVE, SUITE 530
DANVERS, MA01923
X
Peregrine Holdings LLC
222 ROSEWOOD DRIVE, SUITE 530
DANVERS, MA01923
X
Signatures
PEREGRINE FINANCIAL CORPORATION, By: /s/ Stephen J. Therrien, Title: Vice President 03/24/2021
Signature of Reporting Person Date
PEREGRINE TRUST COMPANY, LLC, By: /s/ Matt Tobin, Title: Secretary 03/24/2021
Signature of Reporting Person Date
PEREGRINE HOLDINGS, LLC, By: /s/ Stephen J. Therrien, Title: Authorized Signatory 03/24/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents 813,834 shares held directly by CMS Holdings, L.L.C. ("CMS Holdings") and 2,060 shares held directly by Stephen R. Currier Continuing Trust Under Article Seventh of the Last Will and Testament of Michael S. Currier fbo Ailsa Christina Griscom Currier and her descendants ("SRC Trust"). Peregrine Financial Corporation ("PFC") provides administrative support services to Peregrine Trust Company, LLC ("PTC"), which is the trustee of MSC Trust (Trust u/w dtd 12/12/96 Michael S. Currier (Art 8th) fbo Karin A. Griscom) ("MSC Trust") and SRC Trust. CMS Holdings is wholly owned by MSC Trust. For its services, PFC receives a fixed fee not based on the performance of the shares, which fee is exempt pursuant to Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and therefore has no pecuniary interest in the shares.
( 2 )Represents shares held directly by Peregrine Holdings, LLC ("Peregrine Holdings"). PFC provides administrative support services to Peregrine Holdings and for its services receives a fixed fee not based on the performance of the shares, which fee is exempt pursuant to Rule 16a-1(a)(2) of the Exchange Act, and therefore has no pecuniary interest in the shares.
( 3 )Represents shares received by the reporting person pursuant to a pro rata distribution in kind, for no value, effected on March 19, 2021 by ARD Master, L.P. The reporting persons disclaim that they may be deemed to be acting in a "group" as that term is used in Rule 13d-5 of the Exchange Act.

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