Statement of Changes in Beneficial Ownership (4)
May 29 2020 - 4:16PM
Edgar (US Regulatory)
FORM 4
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Picozza Enrico |
2. Issuer Name and Ticker or Trading Symbol
DermTech, Inc.
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DMTK
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O DERMTECH, INC., 11099 N. TORREY PINES RD. SUITE 100 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/27/2020 |
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(Street)
LA JOLLA, CA 92037
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | | | | | | | | 6000 | D | |
| Common Stock | 5/27/2020 | | C | | 114249 (1) | A | $0.00 | 805862 | I | By HLM Venture Partners IV, L.P. (2) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code
(Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) | 8. Price of Derivative Security
(Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Series B-1 Convertible Preferred Stock | (1) | 5/27/2020 | | C | | | 114.2481 | (1) | (1) | Common Stock | 114249 | (1) | 0 | I | By HLM Venture Partners IV, L.P. (2) |
| Explanation of Responses: |
| (1) | The 114.2481 shares of Series B-1 Convertible Preferred Stock ("Series B-1 Stock") reported herein were acquired on March 4, 2020 pursuant to the Issuer's Private Placement (the "Private Placement") consisting of 2,467,724 shares of common stock at a price of $10.50 per share and approximately 3,199 and 524 shares of Series B-1 Stock and Series B-2 Convertible Preferred Stock, respectively, each at a price of $10,500.00 per share. Each share of Series B-1 Stock was automatically convertible into 1,000 shares of the Issuer's common stock on the first trading day following the approval of the Private Placement by the stockholders of the Issuer ("Stockholder Approval"). Stockholder Approval was obtained on May 26, 2020 and accordingly the 114.2481 shares of Series B-1 Stock automatically converted into 114,249 shares of common stock on May 27, 2020. |
| (2) | The reporting person has a pecuniary interest in HLM Venture Associates IV, LLC ("HLM GP"). HLM GP is the general partner of HLM Venture Partners IV, L.P., which owns the reported securities. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Picozza Enrico
C/O DERMTECH, INC.
11099 N. TORREY PINES RD. SUITE 100
LA JOLLA, CA 92037 | X |
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Signatures
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| Jason S. Miller, attorney-in-fact | | 5/29/2020 |
| **Signature of Reporting Person | Date |
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