SANUWAVE Health Inc.

08/10/2022 | Press release | Distributed by Public on 08/10/2022 18:16

Initial Statement of Beneficial Ownership - Form 3

Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
MANCHESTER MANAGEMENT CO LLC
2. Date of Event Requiring Statement (Month/Day/Year)
2022-06-06
3. Issuer Name and Ticker or Trading Symbol
SANUWAVE Health, Inc. [SNWV]
(Last) (First) (Middle)
2 CALLE CANDINA, #1701
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
/ Director by Deputization
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)
SAN JUAN PR 00907
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Date Exercisable and Expiration Date 3. Title and Amount of Securities Underlying Derivative Security 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 6. Nature of Indirect Beneficial Ownership
Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MANCHESTER MANAGEMENT CO LLC
2 CALLE CANDINA, #1701

SAN JUAN, PR00907
X

Director by Deputization
MANCHESTER MANAGEMENT PR, LLC
2 CALLE CANDINA, #1701

SAN JUAN, PR00907
X

Director by Deputization
Manchester Explorer, L.P.
2 CALLE CANDINA, #1701

SAN JUAN, PR00907
X

Director by Deputization
BESSER JAMES E
2 CALLE CANDINA, #1701

SAN JUAN, PR00907
X

Director by Deputization
FRANK MORGAN C.
2 CALLE CANDINA, #1701

SAN JUAN, PR00907
X


Signatures

Manchester Management Company, LLC By: /s/ James E. Besser Managing Member 2022-08-10
**Signature of Reporting Person Date
Manchester Management PR, LLC By: /s/James E. Besser Managing Member 2022-08-10
**Signature of Reporting Person Date
Manchester Explorer, L.P. By: /s/James E. Besser Managing Member of the General Partner 2022-08-10
**Signature of Reporting Person Date
By: /s/ James E. Besser 2022-08-10
**Signature of Reporting Person Date
By: /s/ Morgan C. Frank 2022-08-10
**Signature of Reporting Person Date

Explanation of Responses:

(*) If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**) Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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.
(2) 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.
(3) The reported securities are directly owned by James E. Besser in his personal capacity.
(4) The reported securities and warrants are directly owned by Morgan C. Frank in his personal capacity.
(5) 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.
(6) 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").
(7) 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.