Manchester Management Co Llc - Feb 10, 2022 Form 4 Insider Report for Modular Medical, Inc. (MODD)

Role: Director by Deputization, 10%+ Owner
Signature: Manchester Management Company, LLC By: /s/ James E. Besser, Managing Member
Stock symbol: MODD
Transactions as of: Feb 10, 2022
Transactions value $: $1,800,000
Form type: 4
Date filed: 2/14/2022, 07:15 PM
Previous filing: Oct 29, 2021
Next filing: Feb 17, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MODD	Common Stock, par value $0.001 per share	Purchase	$1.8M	+300K	+17.82%	$6.00	1.98M	Feb 10, 2022	see footnote	F1, F2
holding	MODD	Common Stock, par value $0.001 per share						317K	Feb 10, 2022	see footnote	F3
holding	MODD	Common Stock, par value $0.001 per share						125K	Feb 10, 2022	Direct	F4
holding	MODD	Common Stock, par value $0.001 per share						60.3K	Feb 10, 2022	Direct	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	MODD	Common Stock Purchase Warrant	Award		+300K			300K	Feb 10, 2022	Common Stock, par value $0.001 per share	300K	$6.60	see footnote	F1, F2
holding	MODD	Convertible Promissory Not						1M	Feb 10, 2022	Common Stock, par value $0.001 per			see footnote	F2, F6, F7
holding	MODD	Common Stock Purchase Warrant						126K	Feb 10, 2022	Common Stock, par value $0.001 per share		$2.87	see footnote	F2, F8

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

Explanation of Responses:

Id	Content
F1	Manchester Management Company, LLC ("Manchester Management") acquired 300,000 units consisting of one share of Common Stock, par value $0.001 per share and one warrant to purchase one share of Common Stock, par value $0.001 per share.
F2	The reported securities are owned directly by Manchester Explorer, L.P. ("Explorer") and may be deemed to be indirectly beneficially owned by (i) Manchester Management, the general partner of Explorer, (ii) Manchester Management PR, LLC ("Manchester PR"), the investment adviser to Manchester Management, (iii) James E. Besser, the managing member of Manchester Management and Manchester PR, and (iv) Morgan Frank, who serves as a portfolio manager and as a consultant for Explorer. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3	The reported securities are owned directly by JEB Partners, L.P. ("JEB Partners") and may be deemed to be indirectly beneficially owned by (i) Manchester Management, the general partner of JEB Partners, (ii) Manchester PR, the investment adviser to Manchester Management, and (iii) James E. Besser, the managing member of Manchester Management and Manchester PR. The Reporting Persons disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F4	The reported securities are directly owned by James E. Besser in his personal capacity.
F5	The reported securities are directly owned by Morgan C. Frank in his personal capacity
F6	The Convertible Promissory Note is convertible upon (i) an offering of common stock or other securities ("Qualified Capital Raise") with total proceeds to the Issuer of not less than $12,000,000, or (ii) at any time following the day 271 days after the issue date. The Note is convertible into shares of Common Stock, par value $0.001 per share at a conversion price equal to the sum of principal and accrued interest shall be multiplied by 1.25; e.g., $1,000 of principal which had accrued $60 of interest would be treated as if it were ($1,000 + $60) = $1,060 X 1.25 = $1,325 of capital invested in the Qualified Capital Raise for the purposes of determining the number of securities issued.
F7	The foregoing description of the Note does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Convertible Promissory Note included as Exhibit 10.21 of the Issuer's 8-K filed on May 12, 2021, which is incorporated by reference.
F8	The Common Stock Purchase Warrant (the "Warrant") entitles the holder of the warrant to shares of Common Stock equal to the principal amount of the Note divided by $2.87. The Warrants are not convertible until 271 days after the issue date. The foregoing description of the Warrant does not purport to be complete and is subject to and qualified in its entirety by reference to the Form of Common Stock Purchase Warrant included as Exhibit 10.22 of the Issuer's 8-K filed on May 12, 2021, which is incorporated by reference.