0001144204-11-021578.txt : 20110412
0001144204-11-021578.hdr.sgml : 20110412
20110412165242
ACCESSION NUMBER: 0001144204-11-021578
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20110408
FILED AS OF DATE: 20110412
DATE AS OF CHANGE: 20110412
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: SCHUMACHER RICHARD T
CENTRAL INDEX KEY: 0001033775
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-21615
FILM NUMBER: 11755364
MAIL ADDRESS:
STREET 1: 375 WEST STREET
CITY: WEST BRIDGEWATER
STATE: MA
ZIP: 02379
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: PRESSURE BIOSCIENCES INC
CENTRAL INDEX KEY: 0000830656
STANDARD INDUSTRIAL CLASSIFICATION: MEASURING & CONTROLLING DEVICES, NEC [3829]
IRS NUMBER: 042652826
STATE OF INCORPORATION: MA
FISCAL YEAR END: 0311
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
form440336_041211165223-.xml
X0303
4
2011-04-08
0
0000830656
PRESSURE BIOSCIENCES INC
PBIO
0001033775
SCHUMACHER RICHARD T
130 LAKE RIDGE DRIVE
TAUNTON
MA
US 02780
1
1
1
0
CEO and President
Series C Convertible Preferred Stock
1.5
2011-04-08
4
P
0
1349
A
2011-04-08
Common Stock, par value $.01 per share
13490
1349
D
Common Stock Purchase Warrant
2.38
2011-04-08
4
P
0
13490
A
2011-04-08
2014-04-08
Common Stock, par value $.01 per share
13490
13490
D
Series C Convertible Preferred Stock
1.5
2011-04-11
4
P
0
3669
A
2011-04-11
Common Stock, par value $.01 per share
36690
5018
D
Common Stock Purchase Warrant
2.38
2011-04-11
4
P
0
36690
A
2011-04-11
2014-04-11
Common Stock, par value $.01 per share
36690
36690
D
The terms of the Series C Convertible Preferred Stock contain a limitation on conversion which prevents the Reporting Person from converting shares of Series C 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 more than 14.99% but less than 19.99% of the outstanding shares of Common Stock, the only conversion limitation that applies to the Reporting Person is the 19.99% limitation. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest in such securities.
The Series C Convertible Preferred Stock has no expiration date.
Pursuant to a certain Securities Purchase Agreement, dated April 8, 2011, among the Company, the Reporting Person and the other purchasers named therein, the Reporting Person purchased 1,349 "Units" at a purchase price of $15.00 per Unit. Each Unit consisted of (i) one share of Series C Convertible Preferred Stock and (ii) a warrant to purchase ten shares of Common Stock, which warrant is exercisable until April 8, 2014.
The 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 more than 14.99% but less than 19.99% of the outstanding shares of Common Stock, the only conversion limitation that applies to the Reporting Person is the 19.99% 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 April 11, 2011, among the Company, the Reporting Person and the other purchasers named therein, the Reporting Person purchased 3,669 "Units" at a purchase price of $15.00 per Unit. Each Unit consisted of (i) one share of Series C Convertible Preferred Stock and (ii) a warrant to purchase ten shares of Common Stock, which warrant is exercisable until April 11, 2014.
Richard T Schumacher
2011-04-12