Manchester Management Co Llc - Jun 6, 2022 Form 3 Insider Report for SANUWAVE Health, Inc. (SNWV)

Role: Director, Director by Deputization
Signature: Manchester Management Company, LLC By: /s/ James E. Besser Managing Member
Stock symbol: SNWV
Transactions as of: Jun 6, 2022
Transactions value $: $0
Form type: 3
Date filed: 8/10/2022, 08:15 PM
Previous filing: Feb 17, 2022
Next filing: Aug 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	SNWV	Common Stock, par value $0.001						$36.6M	Jun 6, 2022	See Footnote	F1
holding	SNWV	Common Stock, par value $0.001						$2.5M	Jun 6, 2022	See Footnote	F2
holding	SNWV	Common Stock, par value $0.001						$2.25M	Jun 6, 2022	Direct	F3
holding	SNWV	Common Stock, par value $0.001						$1.5M	Jun 6, 2022	Direct	F4

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	SNWV	Future Advance Convertible Promissory Note							Jun 6, 2022	Common Stock, par value $0.001	$62.5M	$0.04	See Footnote	F1, F5
holding	SNWV	Future Advance Convertible Promissory Note							Jun 6, 2022	Common Stock, par value $0.001	$6.25M	$0.04	Direct	F4, F5
holding	SNWV	Common Stock Purchase Warrant							Jun 6, 2022	Common Stock, par value $0.001	$125M		See Footnote	F1, F6, F7
holding	SNWV	Common Stock Purchase Warrant							Jun 6, 2022	Common Stock, par value $0.001	$12.5M		Direct	F4, F6, F7

* 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 are directly owned by James E. Besser in his personal capacity.
F4	The reported securities and warrants are directly owned by Morgan C. Frank in his personal capacity.
F5	After all principal, accrued interest and other amounts at any time owed on the note have been paid in full, the note shall automatically be deemed canceled, shall be surrendered to the Issuer for cancellation and shall not be reissued. 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 Future Advance Convertible Promissory Note included as Exhibit 4.1 of the Issuer's 8-K filed on August 8, 2022, which is incorporated by reference.
F6	The exercise of the reported warrants are subject to the limitations and conditions on exercise set forth in the Common Stock Purchase Warrant, including the limitation that such warrants are not currently exercisable into shares until such time as the Issuer's authorized and unissued shares are at a number sufficient to permit the exercise of all warrants and the conversion or exercise of all other share equivalents. 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 4.2 of the Issuer's 8-K filed on August 8, 2022, which is incorporated by reference ("Exhibit 4.2").
F7	Per Exhibit 4.2, it is currently intended there will be two warrants issued, one with a strike price of $0.067 and the other with a strike price of $0.04.