Sec Form 4 Filing - Brady Monica L. @ ProPhase Labs, Inc. - 2022-05-23

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 Brady Monica L. 2. Issuer Name and Ticker or Trading Symbol ProPhase Labs, Inc. [ PRPH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) 711 STEWART AVENUE,, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 05/23/2022 (Street) GARDEN CITY, NY11530 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 Common Stock, par value $0.0005 05/23/2022 M( 1 ) 25,000 A $ 2.15 32,428 D Common Stock, par value $0.0005 05/23/2022 M( 1 ) 14,250 A $ 3.18 46,678 D Common Stock, par value $0.0005 05/23/2022 F( 1 ) 11,806 D $ 8.47 34,872 D

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 Option (right to buy) $ 2.15 05/23/2022 M( 1 ) 25,000 ( 2 ) 09/26/2024 Common Stock 25,000 $ 0 0 D Option (right to buy) $ 3.18 05/23/2022 M( 1 ) 14,250 ( 3 ) 12/03/2025 Common Stock 14,250 $ 0 35,750 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brady Monica L. 711 STEWART AVENUE, SUITE 200 GARDEN CITY, NY11530 Chief Accounting Officer Signatures /s/ Monica Brady 05/25/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On May 23, 2022, the Reporting Person acquired net 27,444 shares of common stock upon the exercise of stock options to purchase 39,250 shares of common stock, less 11,806 shares of common stock withheld to cover the exercise price and applicable taxes. ( 2 )25% of the shares subject to this option were vested and exercisable as of September 26, 2017, the date of grant, and the remaining 75% of the shares vested in three annual installments beginning on September 26, 2018. ( 3 )These options vest in four equal annual installments beginning December 4, 2019, as detailed in a stock option award agreement by and between the Issuer and the Reporting Person, dated as of December 4, 2018.

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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