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