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