0000830656-13-000023.txt : 20130213
0000830656-13-000023.hdr.sgml : 20130213
20130213195721
ACCESSION NUMBER: 0000830656-13-000023
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130206
FILED AS OF DATE: 20130213
DATE AS OF CHANGE: 20130213
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Mangiardi Vito J
CENTRAL INDEX KEY: 0001339044
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-21615
FILM NUMBER: 13605567
MAIL ADDRESS:
STREET 1: 12 POINT GALLINAS ROAD
CITY: SAN RAFAEL
STATE: CA
ZIP: 94903
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PRESSURE BIOSCIENCES INC
CENTRAL INDEX KEY: 0000830656
STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826]
IRS NUMBER: 042652826
STATE OF INCORPORATION: MA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 14 NORFOLK AVENUE
CITY: SOUTH EASTON
STATE: MA
ZIP: 02375
BUSINESS PHONE: 5082301828
MAIL ADDRESS:
STREET 1: 14 NORFOLK AVENUE
CITY: SOUTH EASTON
STATE: MA
ZIP: 02375
FORMER COMPANY:
FORMER CONFORMED NAME: BOSTON BIOMEDICA INC
DATE OF NAME CHANGE: 19960812
4
1
form4_mangiardi020613.xml
OWNERSHIP DOCUMENT
X0306
4
2013-02-06
0
0000830656
PRESSURE BIOSCIENCES INC
PBIO
0001339044
Mangiardi Vito J
12 POINT GALLINAS ROAD
SAN RAFAEL
CA
94903
1
0
0
0
Series J Convertible Preferred Stock
0.40
2013-02-06
4
P
0
73
A
2013-02-06
2016-02-06
Common Stock
72918
112918
D
Series J Common Stock Warrant
0.40
2013-02-06
4
P
0
72918
A
2016-02-06
2016-02-06
Common Stock
72918
185836
D
The terms of Series J Convertible Preferred Stock contain a limitation on conversion which prevents the Reporting Person from converting shares of Series J Convertible Preferred Stock into Shares of Common stock if, after giving effect to the conversion, the Reporting Person would beneficially own more than 4.99% of the outstanding shares of Common Stock. The Reporting Person may elect to increase this limitation to 9.99%, 14.99% or 19.99% upon not less than 61 days prior written notice to the Company. Since the Reporting Person currently beneficially owns less than 4.99% of the outstanding shares of Common Stock, the conversion limitation that applies to the Reporting Person is the 4.99% limitation. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest in such securities.
Pursuant to a certain Securities Purchase Agreement, dated February 6, 2013, among the Company, the Reporting Person and the other purchasers named therein, the Reporting Person purchased 73 "Units" at a purchase price of $400.00 per Unit. Each Unit consisted of (i) one share of Series J Convertible Preferred Stock, convertible into 1,000 shares of the Company's Common Stock, and (ii) a warrant to purchase 1,000 shares of Common Stock, which warrant is exercisable until February 6, 2016.
The Series J Common Stock Purchase Warrants contain a limitation on exercise which prevents the Reporting Person from exercising any Warrants if, after giving effect to the exercise, the Reporting Person would beneficially own more than 4.99% of the outstanding shares of Common Stock. The Reporting Person may elect to increase this limitation to 9.99%, 14.99% or 19.99% upon not less than 61 days prior written notice to the Company. Since the Reporting Person currently beneficially owns less than 4.99% of the outstanding shares of Common Stock, the conversion limitation that applies to the Reporting Person is the 4.99% limitation. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest in such securities.
Richard T. Schumacher, Attorney-in-Fact
2013-02-13