SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0362
Estimated average burden
hours per response:			1.0

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SHEEDY CHARLES E

(Last)

(First)

(Middle)

2907 TWO HOUSTON CENTER

(Street)

HOUSTION

77010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Nuo Therapeutics, Inc. [ AURX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/05/2020		J4⁽¹⁾	302,205	A	$0.4	8,588,517	D
Common Stock	10/05/2020		P4⁽²⁾	175,000	A	$0.4	8,763,517	D
Common Stock							3,365	I⁽³⁾	Shares held in separate trusts for the benefit of children of the Reporting Person (673 shares in ea

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrants to purchase Common Stock	$0.4	10/05/2020		4J	1,431,615⁽⁴⁾		10/05/2020	10/05/2025	Common Stock	1,431,615	$0⁽⁵⁾	1,431,615	D
Warrants to purchase Common Stock	$0.4	10/05/2020		4J		165,000⁽⁶⁾	⁽⁷⁾	⁽⁷⁾	Common Stock	165,000	$0⁽⁵⁾	0	D

Explanation of Responses:

1. Conversion shares acquired in accordance with Recapitalization Agreement Schedule dated as of October 5, 2020

2. Purchase shares acquired in accordance with Recapitalization Agreement Schedule dated as of October 5, 2020

3. The Reporting Person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein.

4. Acquired in accordance with Recapitalization Agreement Schedule dated as of October 5, 2020

5. The reported transactions involved a recapitalization resulting in the deemed cancellation of the "old" warrants and the deemed grant of "replacement" warrants.

6. Cancelled in accordance with Recapitalization Agreement Schedule dated as of October 5, 2020

7. Originally exercisable on 11/15/19 and 12/06/19, with expirations of 11/15/24 and 12/06/24, respectively, for 15,000 shares and 150,000 shares

	/s/ Charles E. Sheedy	04/26/2022
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.