Peter H. Woodward - 29 Aug 2024 Form 4 Insider Report for TSS, Inc. (TSSI)

Signature
/s/ Christopher R. Johnson, Attorney-in-Fact
Issuer symbol
TSSI
Transactions as of
29 Aug 2024
Net transactions value
-$3,087,382
Form type
4
Filing time
03 Sep 2024, 21:26:35 UTC
Previous filing
17 Nov 2023
Next filing
20 Nov 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TSSI Common Stock Sale $1,651,499 -326,622 -18% $5.06 1,525,902 29 Aug 2024 Shares held through MHW Partners, L.P. F1, F2
transaction TSSI Common Stock Sale $1,435,883 -292,381 -19% $4.91 1,233,521 30 Aug 2024 Shares held through MHW Partners, L.P. F2, F3
transaction TSSI Common Stock Other $0 +15,574 $0.000000 15,574 16 Aug 2024 Direct F4
transaction TSSI Common Stock Other $0 +25,000 $0.000000 25,000 16 Aug 2024 Shares held through MHW Capital Management LLC F5, F6
holding TSSI Common Stock 1,400,826 29 Aug 2024 Shares held through MHW SPV II, LLC F7
holding TSSI Common Stock 885,714 29 Aug 2024 Shares subject to performance related fee F8
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $5.00 to $5.20, inclusive. The reporting person undertakes to provide to TSS, Inc., any security holder of TSS, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnotes (1) and (3) of this Form 4.
F2 The shares are owned by MHW Partners, L.P. The reporting person is the General Partner of MHW Partners, L.P. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.
F3 The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $4.4355 to $5.11, inclusive.
F4 Represents a distribution of 15,574 shares from MCM Azul II, LLC (formerly known as SOAM Azul II, LLC) ("Azul") of which the reportion person is a member. In prior reports, the reporting person reported beneficial ownership of 475,000 shares held by Azul. Effective August 16, 2024, the reporting person is no longer the Investment Manager of Azul.
F5 Represents the receipt of 25,000 shares from Azul as a performance fee. In prior reports, the reporting person reported beneficial ownership of 475,000 shares held by Azul. Effective August 16, 2024, the reporting person is no longer the Investment Manager of Azul.
F6 The shares are owned by MHW Capital Management, LLC. The reporting person is the principal of MHW Capital Management, LLC.
F7 The shares are owned by MHW SPV II, LLC. The reporting person is the Manager of MHW SPV II, LLC. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.
F8 The shares are owned by unaffiliated third persons, and the reporting person has a right to a performance-related fee upon the disposition of such shares. The reporting person disclaims beneficial ownership of these shares except to the extent of the reporting person's pecuniary interest in the shares.