0000830656-13-000027.txt : 20130219 0000830656-13-000027.hdr.sgml : 20130219 20130219160219 ACCESSION NUMBER: 0000830656-13-000027 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20130206 FILED AS OF DATE: 20130219 DATE AS OF CHANGE: 20130219 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Urdea michael S CENTRAL INDEX KEY: 0001569434 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21615 FILM NUMBER: 13623398 MAIL ADDRESS: STREET 1: 100 BUNCE MEADOWS DRIVE CITY: ALAMO STATE: CA ZIP: 94507 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 3 1 form3_urdea020613.xml OWNERSHIP DOCUMENT X0206 3 2013-02-06 0 0000830656 PRESSURE BIOSCIENCES INC PBIO 0001569434 Urdea michael S 100 BUNCE MEADOWS DRIVE ALAMO CA 94507 1 0 0 0 Non-Qualified Stock Options 0.50 2013-02-07 2018-02-07 Common Stock 25000 D Non-Qualified Stock Options 0.50 2013-02-07 2018-02-07 Common Stock 25000 D Series J convertible Preferred Stock 2013-02-06 2016-02-06 Common Stock 56250 D Series J common Stock Warrants 0.40 2013-02-06 2016-02-06 Common Stock 56250 D Stock options vested immediately. Stock options will vest monthly over a one year vesting period. 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 56 "Units" at a purchase price of $0.40 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 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 2013-02-19