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^*

Pershing Edward

(Last)

(First)

(Middle)

10025 INVESTMENT DRIVE,

SUITE 250

(Street)

KNOXVILLE

37932

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PROVECTUS BIOPHARMACEUTICALS, INC. [ PVCT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/17/2021

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)

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)
8% Secured Convertible Promissory Notes due 2021⁽¹⁾	$2.862	06/17/2021		A		$1,370,687		06/17/2021	06/20/2021	Series D-1 Convertible Preferred Stok	478,926	$0	$1,370,687	D
8% Secured Convertible Promissory Notes due 2021⁽²⁾	$2.862	06/20/2021		M			$1,370,687	06/17/2021	06/20/2021	Series D-1 Convertible Preferred Stock	478,926	$0	0	D
Series D-1 Convertible Preferred Stock	⁽³⁾	06/20/2021		M		478,926		06/20/2021	⁽⁴⁾	Common Stock	4,789.26	$0	478,926	D

Explanation of Responses:

1. The Issuer issued the 8% secured convertible promissory notes due 2021 to the Reporting Person on various dates in 2018, which were amended on February 12, 2019 (the "Notes"). At the time of issuance, the Issuer had not filed a Certificate of Designation for the Series D-1 Convertible Preferred Stock, par value $0.001 per share ("Series D-1 Convertible Preferred Stock") and, therefore, there was no security underlying the Notes into which the Notes could convert. On June 17, 2021, the Issuer filed a Certificate of Designation with the Delaware Secretary of State to create the Series D-1 Convertible Preferred Stock and, upon the filing of the Certificate of Designation, the Notes became a derivative security.

2. On June 20, 2021, the Notes automatically converted into Series D-1 Convertible Preferred Stock at a conversion price of $2.862 per share in accordance with the terms of the Notes.

3. Each share of Series D-1 Convertible Preferred Stock is convertible into 10 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock").

4. The Series D-1 Convertible Preferred Stock will automatically convert into Common Stock on June 20, 2026, unless earlier converted into Common Stock in accordance with the terms of the Certificate of Designation for the Series D-1 Convertible Preferred Stock.

	/s/ Edward Pershing	06/22/2021
	** 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).
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