Amended Statement of Ownership (sc 13g/a)
February 14 2017 - 3:54PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
Amendment
No. 5
To
SCHEDULE
13G
(Rule
13d-102)
INFORMATION
TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO
RULE 13d-1(b) (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE
13d-2(b)
POLARITYTE,
INC.
(Name
of Issuer)
COMMON
STOCK
(Title
of Class of Securities)
731094108
(CUSIP
Number)
December
31, 2016
(Date
of Event Which Requires Filing of This Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
[ ]
Rule 13d-1(b)
[X]
Rule 13d-1(c)
[ ]
Rule 13d-1(d)
1
|
NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Mark
Groussman
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
423,013(1)(2)
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
423,013(1)(2)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
423,013(1)(2)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.70%
(Based on 4,250,617 shares outstanding as of December 31, 2016)
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
(1)
|
Represents
(i) 178,111 shares of common stock held by Melechdavid, Inc. (“Melechdavid”), (ii) 25,000 shares of common stock
held by Erica and Mark Groussman Foundation Inc. (“Foundation”), (iii) 108,791 shares of common stock held by
Melechdavid, Inc. Retirement Plan (“Retirement Plan”) and (iv) 111,111 shares of common stock underlying Series
C Preferred Stock held by Melechdavid.
|
|
|
|
|
(2)
|
Mark
Groussman is the President of Melechdavid and the trustee of each of Foundation and Retirement Plan and in such capacities
has voting and dispositive power over the securities held by such entities.
|
1
|
NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Melechdavid,
Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
289,222(1)(2)
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
289,222(1)(2)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
289,222(1)(2)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.63%
(Based on 4,250,617 shares outstanding as of December 31, 2016)
|
12
|
TYPE
OF REPORTING PERSON*
CO
|
|
(1)
|
Represents
(i) 178,111 shares of common stock and (ii) 111,111 shares of common stock underlying Series C Preferred Stock.
|
|
|
|
|
(2)
|
Mark
Groussman is the President of Melechdavid and in such capacity has voting and dispositive power over the securities held by
such entity.
|
1
|
NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Erica
and Mark Groussman Foundation Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
25,000(1)
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
25,000(1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000(1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.59%
(Based on 4,250,617 shares outstanding as of December 31, 2016)
|
12
|
TYPE
OF REPORTING PERSON*
OO
|
|
(1)
|
Mark
Groussman is the trustee of Foundation and in such capacity has voting and dispositive power over the securities held by such
entity.
|
1
|
NAME
OF REPORTING PERSONS
S.S.
OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Melechdavid,
Inc. Retirement Plan
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
[ ]
(b)
[ ]
|
3
|
SEC
USE ONLY
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Florida
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
108,791(1)
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
108,791(1)
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,791(1)
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.56%
(Based on 4,250,617 shares outstanding as of December 31, 2016)
|
12
|
TYPE
OF REPORTING PERSON*
OO
|
|
(1)
|
Mark
Groussman is the trustee of Retirement Plan and in such capacity has voting and dispositive power over the securities held
by such entity.
|
Item
1(a).
|
Name
of Issuer:
|
PolarityTE,
Inc., a Delaware corporation (“Issuer”)
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
4041-T
Hadley Road, S. Plainfield, NJ 07080
Item
2(a).
|
Name
of Person Filing.
|
The
statement is filed on behalf of Mark Groussman, Melechdavid, Foundation and Retirement Plan (together, the “Reporting Person”).
Item
2(b).
|
Address
of Principal Business Office or, if None, Residence.
|
5154
La Gorce Drive, Miami Beach, FL 33140
United
States/Florida
Item
2(d).
|
Title
of Class of Securities.
|
Common
Stock, par value $0.001.
731094108
Not
applicable.
(a)
Amount beneficially owned: 423,013(1)(2)
(b)
Percent of class: 9.70% (Based on 4,250,617 shares outstanding as of December 31, 2016)
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote: 0
(ii)
Shared power to vote or to direct the vote: 423,013(1)(2)
(iii)
Sole power to dispose or to direct the disposition of: 0
(iv)
Shared power to dispose or to direct the disposition of: 423,013(1)(2)
|
(1)
|
Represents
(i) 178,111 shares of common stock held by Melechdavid, (ii) 25,000 shares of common stock held by Foundation, (iii) 108,791
shares of common stock held by Retirement Plan and (iv) 111,111 shares of common stock underlying Series C Preferred Stock
held by Melechdavid.
|
|
|
|
|
(2)
|
Mark
Groussman is the President of Melechdavid and the trustee of each of Foundation and Retirement Plan and in such capacities
has voting and dispositive power over the securities held by such entities.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class.
|
Not
applicable.
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not
applicable.
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company.
|
Not
applicable.
Item
8.
|
Identification
and Classification of Members of the Group.
|
Not
applicable.
Item
9.
|
Notice
of Dissolution of Group.
|
Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
February 14, 2017
|
By:
|
/s/
Mark Groussman
|
|
|
Mark
Groussman
|
|
|
|
|
|
Melechdavid,
Inc.
|
|
|
|
Date:
February 14, 2017
|
By:
|
/s/
Mark Groussman
|
|
|
Mark
Groussman, President
|
|
|
Erica
and Mark Groussman Foundation Inc.
|
|
|
|
Date:
February 14, 2017
|
By:
|
/s/
Mark Groussman
|
|
|
Mark
Groussman, Trustee
|
|
|
Melechdavid,
Inc. Retirement Plan
|
|
|
|
Date:
February 14, 2017
|
By:
|
/s/
Mark Groussman
|
|
|
Mark
Groussman, Trustee
|
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