0000908834-23-000187.txt : 20231218 0000908834-23-000187.hdr.sgml : 20231218 20231218161523 ACCESSION NUMBER: 0000908834-23-000187 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231208 FILED AS OF DATE: 20231218 DATE AS OF CHANGE: 20231218 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Theofilos Charles Steve CENTRAL INDEX KEY: 0002003243 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38538 FILM NUMBER: 231493899 MAIL ADDRESS: STREET 1: 300 VILLAGE SQUARE XING STREET 2: SUITE 102 CITY: PALM BEACH STATE: FL ZIP: 33410 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: electroCore, Inc. CENTRAL INDEX KEY: 0001560258 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] ORGANIZATION NAME: 08 Industrial Applications and Services IRS NUMBER: 203454976 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 200 FORGE WAY STREET 2: SUITE 205 CITY: ROCKAWAY STATE: NJ ZIP: 07866 BUSINESS PHONE: 973-290-0097 MAIL ADDRESS: STREET 1: 200 FORGE WAY STREET 2: SUITE 205 CITY: ROCKAWAY STATE: NJ ZIP: 07866 FORMER COMPANY: FORMER CONFORMED NAME: ElectroCore, LLC DATE OF NAME CHANGE: 20121012 3 1 form3.xml X0206 3 2023-12-08 0 0001560258 electroCore, Inc. ECOR 0002003243 Theofilos Charles Steve 300 VILLAGE SQUARE XING SUITE 102 PALM BEACH FL 33410 true Common Stock 412410 D Common Stock 153168 I By spouse Common Stock 790 I By spouse Common Stock 6142 I By spouse Common Stock 8556 I By spouse Common Stock Warrants (right to buy) 4.35 Common Stock 283285 I By spouse Prefunded Common Stock Warrants (right to buy) 4.4115 Common Stock 113314 I By spouse Includes (a) 326,437 shares of Common Stock held by Dr. Theofilos directly pursuant to a self-directed IRA, and (b) 85,973 shares of Common Stock held in a joint account with his spouse, Kathryn Theofilos. These shares are held by Happy Holstein, LLLP, a Florida limited liability limited partnership, of which Happy Holstein Management, LLC is the general partner, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The filing of this Form 3 shall not be deemed an admission that the reporting person is the beneficial owner of these shares of common stock. These shares are held by MCKT, LLC, a Florida limited liability company of which Kathryn Theofilos, the reporting person's spouse, is the manager. The filing of this Form 3 shall not be deemed an admission that the reporting person is the beneficial owner of these shares of common stock. These shares are held by the reporting person's adult children, over which Kathryn Theofilos, the reporting person's spouse, shares voting and dispositive power. The filing of this Form 3 shall not be deemed an admission that the reporting person is the beneficial owner of these shares of common stock. The filing of this Form 3 shall not be deemed an admission that the reporting person is the beneficial owner of these shares of common stock. The holder of the common stock warrants is Happy Holstein Management, LLC, of which Kathryn Theofilos, the reporting person's spouse, is the manager. These warrants will become exercisable on February 2, 2024 and will expire on February 2, 2029, subject to the Beneficial Ownership Limitation (as defined below). Pursuant to the terms of the warrants, the warrants may not be exercised if the holder, together with its affiliates and any persons who are members of a Section 13(d) group with the holder, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation"). The filing of this Form 3 shall not be deemed an admission that the reporting person is the beneficial owner of these common stock warrants. The holder of the prefunded common stock warrants is Happy Holstein Management, LLC, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The prefunded common stock warrants are immediately exercisable and will expire on the date they are exercised in full, subject to the Beneficial Ownership Limitation. The filing of this Form 3 shall not be deemed an admission that the reporting person is the beneficial owner of these prefunded common stock warrants. /s/ Charles Steve Theofilos 2023-12-18