Charles Steve Theofilos - Jun 5, 2024 Form 4 Insider Report for electroCore, Inc. (ECOR)

Role: Director
Signature: /s/ Charles Steve Theofilos
Stock symbol: ECOR
Transactions as of: Jun 5, 2024
Transactions value $: $0
Form type: 4
Date filed: 6/7/2024, 04:30 PM
Previous filing: Jan 3, 2024
Next filing: Sep 5, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	ECOR	Common Stock						438K	Jun 5, 2024	Direct	F1
holding	ECOR	Common Stock						153K	Jun 5, 2024	By spouse	F2
holding	ECOR	Common Stock						790	Jun 5, 2024	By spouse	F3
holding	ECOR	Common Stock						6.14K	Jun 5, 2024	By spouse	F4
holding	ECOR	Common Stock						8.56K	Jun 5, 2024	By spouse	F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ECOR	Common Stock Warrants (right to buy)	Purchase		+385K			385K	Jun 5, 2024	Common Stock	385K	$6.43	By spouse	F6, F7
transaction	ECOR	Prefunded Common Stock Warrants (right to buy)	Purchase		+770K			770K	Jun 5, 2024	Common Stock	770K	$0.00	By spouse	F6, F8
holding	ECOR	Common Stock Warrants (right to buy)						283K	Jun 5, 2024	Common Stock	283K		By spouse	F9
holding	ECOR	Prefunded Common Stock Warrants (right to buy)						113K	Jun 5, 2024	Common Stock	113K		By spouse	F10

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Includes 25,210 shares of common stock underlying Deferred Stock Units ("DSUs") which were granted by the Issuer to the reporting person on January 1, 2024. As previously reported in the Form 4 filed by the reporting person on January 3, 2024, such DSUs vest (i) in 12 equal monthly installments commencing on the three-month anniversary of the grant date and (ii) in full on the date immediately prior to a change of control, in each case provided that the reporting person remains in continuous service with the Issuer or an affiliate through the applicable vesting date.
F2	These shares of common stock are held by Happy Holstein, LLLP, a Florida limited liability limited partnership, of which Happy Holstein Management, LLC ("HH Management") is the general partner, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of these shares of common stock.
F3	These shares of common stock are held by MCKT, LLC, a Florida limited liability company of which Kathryn Theofilos, the reporting person's spouse, is the manager. The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of these shares of common stock.
F4	These shares of common stock are held by the reporting person's adult children. Kathryn Theofilos, the reporting person's spouse, shares voting and dispositive power over such shares. The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of these shares of common stock.
F5	These shares of common stock are held by Kathryn Theofilos, the reporting person's spouse. The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of these shares of common stock.
F6	On June 5, 2024, in a private placement effected pursuant to a securities purchase agreement between the Issuer and certain investors, the Issuer issued to HH Management (i) common stock warrants (the "June 2024 Warrants") to purchase 385,059 shares of common stock at an exercise price of $6.43 per share (subject to adjustment) and (ii) prefunded common stock warrants (the "June 2024 Prefunded Warrants") to purchase 770,119 shares of common stock at an exercise price of $0.001 per share (subject to adjustment). Each June 2024 Prefunded Warrant and 1/2 June 2024 Warrant was purchased for a combined effective purchase price of $6.4924.
F7	The holder of these June 2024 Warrants is HH Management, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The June 2024 Warrants are exercisable as of their issuance, subject to the Beneficial Ownership Limitation (as defined below), and will expire on June 5, 2029. The June 2024 Warrants may not be exercised if the holder, together with its affiliates and any persons who are members of a Section 13(d) group with the holder, would beneficially own more than 9.99% of the number of shares of common stock outstanding immediately after giving effect to such exercise (the "Beneficial Ownership Limitation"). The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of any June 2024 Warrants or any shares of common stock issuable upon their exercise.
F8	The holder of these June 2024 Prefunded Warrants is HH Management, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The June 2024 Prefunded Warrants are exercisable as of their issuance, subject to the Beneficial Ownership Limitation, and will expire on the date they are exercised in full. The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of any June 2024 Prefunded Warrants or any shares of common stock issuable upon their exercise.
F9	The holder of these common stock warrants (the "2023 Warrants") is HH Management, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The 2023 Warrants are currently exercisable, subject to the Beneficial Ownership Limitation, at an exercise price of $4.35 (subject to adjustment) and will expire on February 2, 2029. The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of any 2023 Warrants or any shares of common stock issuable upon their exercise.
F10	The holder of these prefunded common stock warrants (the "2023 Prefunded Warrants") is HH Management, of which Kathryn Theofilos, the reporting person's spouse, is the manager. The 2023 Prefunded Warrants are currently exercisable, subject to the Beneficial Ownership Limitation, at an exercise price of $0.001 (subject to adjustment) and will expire on the date they are exercised in full. The filing of this Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of any 2023 Prefunded Warrants or any shares of common stock issuable upon their exercise.