Sec Form 3 Filing - KING STEVEN W @ PATRIOT SCIENTIFIC CORP - 2020-08-21

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
KING STEVEN W
2. Issuer Name and Ticker or Trading Symbol
PATRIOT SCIENTIFIC CORP [ PTSC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O PATRIOT SCIENTIFIC CORPORATION, 2038 CORTE DEL NOGAL, #141
3. Date of Earliest Transaction (MM/DD/YY)
08/21/2020
(Street)
CARLSBAD, CA92011
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
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
Series A Convertible Voting Preferred Stock ( 1 ) ( 2 ) ( 1 )( 2 ) ( 1 )( 2 ) Series A Convertible Voting Preferred Stock 161,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KING STEVEN W
C/O PATRIOT SCIENTIFIC CORPORATION
2038 CORTE DEL NOGAL, #141
CARLSBAD, CA92011
X President and CEO
Signatures
/s/ Steven King 08/31/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 19, 2020, Patriot Scientific Corporation ("Patriot"), entered into a stock purchase agreement (the "Stock Purchase Agreement") among Patriot, PTSC Sub One Inc., a Delaware corporation (as "Buyer" and together with Patriot, the "Buyer Parties"), Mosaic ImmunoEngineering Inc., a Delaware corporation (the "Target"), and certain stockholders of the Target set for therein (as "Sellers"), and together with the Target and Sellers, the "Seller Parties") pursuant to which, Buyer purchased from Sellers 630,000 shares of its Class A common stock ("Class A Stock"), par value $0.0001 per share. On August 21, 2020, the Closing Date, in exchange for the Class A Stock, the holders of the Class A Stock received 630,000 shares of the Patriot's preferred stock designated as Series A Convertible Voting Preferred Stock.
( 2 )Each share of the Series A Convertible Voting Preferred Stock; shall (a) convert into 5,097.053 shares of common stock of the Parent, (b) possess full voting rights, on an as-converted basis, as the common stock of the Parent, and (c) have no dividend rate. Mr. King, as one of the Sellers, was issued 161,000 shares of Series A Convertible Voting Preferred Stock of Patriot under the Stock Purchase Agreement and was appointed President and Chief Executive Officer on August 31, 2020.

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