Sec Form 3 Filing - 1315 Capital Management, LLC @ MISONIX INC - 2019-09-27

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
1315 Capital Management, LLC
2. Issuer Name and Ticker or Trading Symbol
MISONIX INC [ MSON]
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)
2929 WALNUT STREET, SUITE 1240
3. Date of Earliest Transaction (MM/DD/YY)
09/27/2019
(Street)
PHILADELPHIA, PA19104
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 ( 1 ) 1,695,969 ( 2 ) I By: 1315 Capital, L.P. ( 2 )
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
1315 Capital Management, LLC
2929 WALNUT STREET
SUITE 1240
PHILADELPHIA, PA19104
X
1315 Capital, L.P.
3020 MARKET STREET, SUITE 104
PHILADELPHIA, PA19104
X
Signatures
1315 Capital, L.P., By: 1315 Capital Management, LLC, its sole general partner, By: Adele C. Oliva, Managing Member, /s/ Adele C. Oliva 10/07/2019
Signature of Reporting Person Date
1315 Capital Management, LLC, By: Adele C. Oliva, Managing Member, /s/ Adele C. Oliva 10/07/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )1.Acquired pursuant to the Agreement and Plan of Merger between Misonix, Inc., New Misonix, Inc., Motor Reincorp. Sub One, Inc., Surge Sub Two, LLC, Solsys Medical, LLC ("Solsys"), and Greg Madden solely in his capacity as representative, in exchange for 27,116,608 Series E Preferred Units of Solsys. The Merger Agreement placed a value on the issuer's common stock of $18.5479, which reflects the 10-day VWAP for the issuer's common stock as of three business days prior to the effective date of the merger.
( 2 )These shares are owned directly by 1315 Capital, L.P. 206,451 of the shares issued to 1315 Capital, L.P. are being held in escrow and are subject to forfeiture during the 15 month-period following the merger to satisfy any post-closing purchase price adjustments and indemnification claims. 1315 Capital Management, LLC, the general partner of 1315 Capital, L.P., may be deemed to share voting and dispositive power over the shares held by 1315 Capital, L.P.

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