Manchester Management Co Llc - Jun 15, 2022 Form 3 Insider Report for BRAIN SCIENTIFIC INC. (BRSF)

Role
10%+ Owner
Signature
Manchester Management Company, LLC By: /s/ James E. Besser Managing Member
Stock symbol
BRSF
Transactions as of
Jun 15, 2022
Transactions value $
$0
Form type
3
Date filed
8/4/2022, 09:01 PM
Previous filing
Aug 10, 2022
Next filing
May 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding BRSF Common Stock, $0.001 par value 19.5M Jun 15, 2022 See Footnote F1
holding BRSF Common Stock, $0.001 par value 12.8M Jun 15, 2022 See Footnote F2
holding BRSF Common Stock, $0.001 par value 8.03M Jun 15, 2022 Direct F3

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
holding BRSF Common Stock Purchase Warrant Jun 15, 2022 Common Stock, $0.001 par value 8.35M $0.25 See Footnote F1, F4, F5
holding BRSF Common Stock Purchase Warrant Jun 15, 2022 Common Stock, $0.001 par value 4.78M $0.25 See Footnote F2, F4, F5
holding BRSF Common Stock Purchase Warrant Jun 15, 2022 Common Stock, $0.001 par value 3.05M $0.25 Direct F3, F4, F5
holding BRSF Common Stock Purchase Warrant Jun 15, 2022 Common Stock, $0.001 par value 1.25M $0.35 Direct F3, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The reported securities and warrants are owned directly by Manchester Explorer, L.P. ("Explorer") and may be deemed to be indirectly beneficially owned by (i) Manchester Management Company, LLC ("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.
F2 The reported securities and warrants 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.
F3 The reported securities and warrants are directly owned by James E. Besser in his personal capacity.
F4 The reported warrants are exercisable as of the issue date, subject to certain conditions.
F5 The reported warrants expire at 5:00pm E.D.T. on the fourth anniversary of the issue date, subject to certain conditions.
F6 The reported warrants are subject to a blocker provision that prevents James E. Besser from exercising the warrants if he would be more than a 4.99% beneficial owner of the Common Stock, $0.001 par value, following such exercise. 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 Common Stock Purchase Warrant included as Exhibit 4.1 of the Issuer's 8-K filed on October 7, 2021, which is incorporated by reference.