0001560637-12-000001.txt : 20121106 0001560637-12-000001.hdr.sgml : 20121106 20121106151056 ACCESSION NUMBER: 0001560637-12-000001 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120405 FILED AS OF DATE: 20121106 DATE AS OF CHANGE: 20121106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Struve Clayton A CENTRAL INDEX KEY: 0001560637 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21615 FILM NUMBER: 121182974 MAIL ADDRESS: STREET 1: 175 W JACKSON BLVD STREET 2: SUITE 440 CITY: CHICAGO STATE: IL ZIP: 60604 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CSS LLC/IL CENTRAL INDEX KEY: 0001103646 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-21615 FILM NUMBER: 121182973 BUSINESS ADDRESS: STREET 1: 175 WEST JACKSON BLVD STREET 2: SUITE 440 CITY: CHICAGO STATE: IL ZIP: 60604 BUSINESS PHONE: 3125428515 MAIL ADDRESS: STREET 1: 175 WEST JACKSON BLVD STREET 2: SUITE 440 CITY: CHICAGO STATE: IL ZIP: 60604 3 1 primary_doc.xml PRIMARY DOCUMENT X0206 3 2012-04-05 0 0000830656 PRESSURE BIOSCIENCES INC pbio 0001560637 Struve Clayton A 175 W JACKSON BLVD SUITE 440 CHICAGO IL 60604 0 0 1 0 0001103646 CSS LLC/IL 175 WEST JACKSON BLVD SUITE 440 CHICAGO IL 60604 0 0 0 1 (a) Common Stock 1023849 D Common Stock 100585 I By CSS, LLC Series D Convertible stock 2011-11-10 2017-05-10 Common Stock 346000 D Series G Convertible Preferred 2012-07-06 2015-07-06 Common Stock 805700 D Series C Common Stock Warrants 0.74 2011-04-08 2017-08-07 Common Stock 155865 D Series C Common Stock Warrants 0.74 2011-06-21 2017-08-07 Common Stock 156060 D Promissory note - Aug 2011 Common Stock Warrant 0.85 2011-08-03 2014-08-03 Common Stock 211765 D Promissory note - Aug 2011 Common Stock Warrant 0.76 2011-08-03 2014-08-03 Common Stock 26316 D Series D Nov 2011 Common Stock Warrant 0.81 2011-11-10 2017-05-10 Common Stock 138115 D February 2012 Common Stock Warrants 0.74 2012-02-07 2017-08-07 Common Stock 200001 D Series G Common Stock Warrant 0.5 2012-07-06 2015-07-06 Common Stock 402850 D Series D Conv Pfd shares contain a limitation on exercise which prevents the Reporting Person from converting if, after giving effect to the conversion, the Reporting Person would beneficially own more that 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 at the time of the transaction 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. 1 share Series D convertible Preferred stock converts into 1538 shares common Series G Conv Pfd shares contain a limitation on exercise which prevents the Reporting Person from converting if, after giving effect to the conversion, the Reporting Person would beneficially own more that 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 owns more than 9.99% but less than 14.99% of the outstanding shares of Common Stock, the conversion limitation that applies to the Reporting Person is the 14.99% limitation. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest in such securities. Price paid for preferred stock was $5.00. A share of preferred stock is convertible into 10 shares of common stock. Series C Common Stock Warrants (one warrant exercisable into one share common) contain a limitation on exercise which prevents the Reporting Person from converting if, after giving effect to the conversion, the Reporting Person would beneficially own more that 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 at the time of the transaction 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. Promissory Note - Aug 2011 Common Stock Warrant (one warrant exercisable into one share common) contain a limitation on exercise which prevents the Reporting Person from converting if, after giving effect to the conversion, the Reporting Person would beneficially own more that 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 at the time of the transaction 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. Series D Common Stock Warrants (one warrant exercisable into one share common) contain a limitation on exercise which prevents the Reporting Person from converting if, after giving effect to the conversion, the Reporting Person would beneficially own more that 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 at the time of the transaction 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. February 2012 Common Stock Warrants (one warrant exercisable into one share common) contain a limitation on exercise which prevents the Reporting Person from converting if, after giving effect to the conversion, the Reporting Person would beneficially own more that 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 at the time of the transaction owns more than 4.99% but less than 9.99% of the outstanding shares of Common Stock, the conversion limitation that applies to the Reporting Person is the 9.99% limitation. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest in such securities. Series G Common Stock Warrants (one warrant exercisable into one share common) contain a limitation on exercise which prevents the Reporting Person from converting if, after giving effect to the conversion, the Reporting Person would beneficially own more that 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 owns more than 9.99% but less than 14.99% of the outstanding shares of Common Stock, the conversion limitation that applies to the Reporting Person is the 14.99% limitation. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest in such securities. Reporting Person, Clayton A Struve, is an Indirect Owner as Member Manager of CSS, LLC (joint filer. Reporting Person , CSS, disclaims any beneficial ownership (direct or indirect) of shares held directly by Reporting Person, Clayton Struve (a) reporting owner Clayton Struve is a member manager of CSS,LLC and has indirect beneficial ownership of 100,585. CSS, LLC disclaims any beneficial ownership (direct or indirect)of shares held directly by Reporting Person, Clayton Struve. Clayton A Struve 2012-11-02 Mitchell R Bialek, Compliance Officer 2012-11-06