Manchester Management Co Llc - Feb 15, 2022 Form 4 Insider Report for Modular Medical, Inc. (MODD)

Role
Director by Deputization, 10%+ Owner
Signature
Manchester Explorer, L.P. By: /s/ James E. Besser, Managing Member of the General Partner
Stock symbol
MODD
Transactions as of
Feb 15, 2022
Transactions value $
$0
Form type
4
Date filed
2/17/2022, 05:54 PM
Previous filing
Feb 14, 2022
Next filing
Aug 10, 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 Options Exercise +234K +11.81% 2.22M Feb 15, 2022 see footnote F1, F2
holding MODD Common Stock, par value $0.001 per share 317K Feb 15, 2022 see footnote F3
holding MODD Common Stock, par value $0.001 per share 125K Feb 15, 2022 Direct F4
holding MODD Common Stock, par value $0.001 per share 60.3K Feb 15, 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 Convertible Promissory Note Options Exercise -1M -100% 0 Feb 15, 2022 Common Stock, par value $0.001 per share; Warrant see footnote F1, F2
transaction MODD Common Stock Purchase Warrant Options Exercise +234K 234K Feb 15, 2022 Common Stock, par value $0.001 per share 234K $6.60 see footnote F1, F2
holding MODD Common Stock Purchase Warrant 300K Feb 15, 2022 Common Stock, par value $0.001 per share 300K $6.60 see footnote F2
holding MODD Common Stock Purchase Warrant 119K Feb 15, 2022 Common Stock, par value $0.001 per share $8.61 see footnote F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported securities were obtained due to the conversion of a Convertible Promissory Note (the "Note"). The Note was convertible into an equal amounts of shares of Common Stock, par value $0.001 per share and Common Stock Purchase Warrants at a conversion price equal to the sum of principal and accrued interest multiplied by 1.25. The principal amount of the Note was $1,026,630 and the Note had accrued $97,881 of interest. The total principal and interest was then multiplied by 1.25 resulting in a conversion value of $1,405,639. This translated to 234,274 shares of Common Stock, par value $0.001 per share and 234,274 Common Stock Purchase Warrants based upon a $6.00 purchase price. 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.
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 This amount of reported securities has been adjusted from 126,391 to 119,237 to accurately reflect the number of Warrants held by Explorer. 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.