SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Miller Robert E

(Last)

(First)

(Middle)

C/O SONOMA PHARMACEUTICALS, INC.

1129 N. MCDOWELL BLVD.

(Street)

PETALUMA

94954

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sonoma Pharmaceuticals, Inc. [ SNOA ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/14/2019

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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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								20,800	D
Common Stock								18,868	I⁽¹⁾	See Note 1

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)	Code	V	(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)
Stock option (right to buy)	$38.15	01/14/2019		H			5,271	⁽²⁾	01/14/2019	Common Stock	5,271	⁽³⁾	203,800	D
Stock option (right to buy)	$68.95	01/14/2019		H			5,357	⁽²⁾	01/14/2019	Common Stock	5,357	⁽⁴⁾	198,443	D
Stock option (right to buy)	$70.35	01/14/2019		H			357	⁽²⁾	01/14/2019	Common Stock	357	⁽⁵⁾	198,086	D
Stock option (right to buy)	$56	01/14/2019		H			5,000	⁽²⁾	01/14/2019	Common Stock	5,000	⁽⁶⁾	193,086	D
Stock option (right to buy)	$43.75	01/14/2019		H			1,785	⁽²⁾	01/14/2019	Common Stock	1,785	⁽⁷⁾	191,301	D
Stock option (right to buy)	$32.55	01/14/2019		H			4,285	⁽²⁾	01/14/2019	Common Stock	4,285	⁽⁸⁾	187,016	D
Stock option (right to buy)	$14.85	01/14/2019		H			5,351	⁽²⁾	01/14/2019	Common Stock	5,351	⁽⁹⁾	181,665	D
Stock option (right to buy)	$19.5	01/14/2019		H			26,020	⁽²⁾	01/14/2019	Common Stock	26,020	⁽¹⁰⁾	155,645	D
Stock option (right to buy)	$5.8	01/14/2019		H			7,912	⁽²⁾	01/14/2019	Common Stock	7,912	⁽¹¹⁾	147,733	D
Stock option (right to buy)	$4.81	01/14/2019		H			50,000	⁽²⁾	01/14/2019	Common Stock	50,000	⁽¹²⁾	97,733	D
Stock option (right to buy)	$7.06	01/14/2019		H			30,000	⁽²⁾	01/14/2019	Common Stock	30,000	⁽¹³⁾	67,733	D
Stock option (right to buy)	$2.41	01/14/2019		H			67,733	⁽²⁾	01/14/2019	Common Stock	67,733	⁽¹⁴⁾	0	D

Explanation of Responses:

1. The shares are owned by Mr. Miller as trustee for The Miller 2005 Grandchildren's Trust, for which Mr. Miller and his wife, Margaret I. Miller, are the trustees.

2. The stock options expired on January 14, 2019 in connection with the Separation and Mutual Release Agreement between the Issuer and Mr. Miller, dated December 13, 2018.

3. The stock options were originally granted on March 10, 2009.

4. The stock options were originally granted on June 7, 2010 pursuant to the Issuer's 2010 Bonus Plan.

5. The stock options were originally granted on March 31, 2011 pursuant to the Issuer's 2010 Bonus Plan in lieu of cash.

6. The stock options were originally granted on June 16, 2011 pursuant to the Issuer's 2011 Bonus Plan in lieu of cash.

7. The stock options were originally granted on March 7, 2012 pursuant to the Issuer's 2011 Bonus Plan in lieu of cash.

8. The stock options were originally granted on August 24, 2012 pursuant to the Issuer's 2012 Bonus Plan in lieu of cash.

9. The stock options were originally granted on September 19, 2013 pursuant to the Issuer's 2013 Bonus Plan in lieu of cash.

10. The stock options were originally granted on March 4, 2014 as compensation in lieu of cash.

11. The stock options were originally granted on August 21, 2015 for the achievement of target milestones in fiscal year ended March 31, 2016.

12. The stock options were originally granted on November 30, 2016 as a signing bonus for his employment agreement, dated November 30, 2016.

13. The stock options were originally granted on April 3, 2017 in connection with his service as the Issuer's CFO.

14. The stock options were originally granted on July 20, 2018 as a bonus for fiscal year 2018.

	/s/ Robert E. Miller	01/15/2019
	** Signature of Reporting Person	Date
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