SANUWAVE Health Form 4 / JAMES E BESSER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Manchester Explorer, L.P.

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SANUWAVE Health, Inc. [ SNWV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Director by Deputization

3. Date of Earliest Transaction (Month/Day/Year)
10/18/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Purchase Warrant	$15⁽¹⁾	10/18/2024		J⁽²⁾			166,667⁽³⁾	08/05/2022	08/05/2027	Common Stock, par value $0.001	166,667⁽³⁾	⁽¹⁾	0	I	See footnote⁽⁴⁾
Common Stock Purchase Warrant	$15⁽¹⁾	10/18/2024		J⁽²⁾		150,000⁽³⁾		08/05/2022	08/05/2027	Common Stock, par value $0.001	150,000⁽³⁾	⁽¹⁾	150,000	I	See footnote⁽⁴⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾	10/18/2024		J⁽²⁾			166,667⁽³⁾	08/05/2022	08/05/2027	Common Stock, par value $0.001	166,667⁽³⁾	⁽¹⁾	0	I	See footnote⁽⁴⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾	10/18/2024		J⁽²⁾		141,667⁽³⁾		08/05/2022	08/05/2027	Common Stock, par value $0.001	141,667⁽³⁾	⁽¹⁾	141,667	I	See footnote⁽⁴⁾
Common Stock Purchase Warrant	$15⁽¹⁾	10/18/2024		J⁽²⁾			16,667⁽³⁾	08/05/2022	08/05/2027	Common Stock, par value $0.001	16,667⁽³⁾	⁽¹⁾	0	D⁽⁵⁾
Common Stock Purchase Warrant	$15⁽¹⁾	10/18/2024		J⁽²⁾		15,000⁽³⁾		08/05/2022	08/05/2027	Common Stock, par value $0.001	15,000⁽³⁾	⁽¹⁾	15,000	D⁽⁵⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾	10/18/2024		J⁽²⁾			16,667⁽³⁾	08/05/2022	08/05/2027	Common Stock, par value $0.001	16,667⁽³⁾	⁽¹⁾	0	D⁽⁵⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾	10/18/2024		J⁽²⁾		14,167⁽³⁾		08/05/2022	08/05/2027	Common Stock, par value $0.001	14,167⁽³⁾	⁽¹⁾	14,167	D⁽⁵⁾
Common Stock Purchase Warrant	$15⁽¹⁾	10/18/2024		J⁽²⁾			26,667⁽⁶⁾	11/15/2022	11/15/2027	Common Stock, par value $0.001	26,667⁽⁶⁾	⁽¹⁾	0	I⁽⁷⁾	See footnote⁽⁷⁾
Common Stock Purchase Warrant	$15⁽¹⁾	10/18/2024		J⁽²⁾		24,000⁽⁶⁾		11/15/2022	11/15/2027	Common Stock, par value $0.001	24,000⁽⁶⁾	⁽¹⁾	24,000	I⁽⁷⁾	See footnote⁽⁷⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾	10/18/2024		J⁽²⁾			26,667⁽⁶⁾	11/15/2022	11/15/2027	Common Stock, par value $0.001	26,667⁽⁶⁾	⁽¹⁾	0	I⁽⁷⁾	See footnote⁽⁷⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾	10/18/2024		J⁽²⁾		22,667⁽⁶⁾		11/15/2022	11/15/2027	Common Stock, par value $0.001	22,667⁽⁶⁾	⁽¹⁾	22,667	I⁽⁷⁾	See footnote⁽⁷⁾
Common Stock Purchase Warrant	$15⁽¹⁾	10/18/2024		J⁽²⁾			20,000⁽⁸⁾	05/10/2023⁽⁸⁾	05/10/2028	Common Stock, par value $0.001	20,000⁽⁸⁾	⁽¹⁾	0	I⁽⁴⁾	See footnote⁽⁴⁾
Common Stock Purchase Warrant	$15⁽¹⁾	10/18/2024		J⁽²⁾		18,000⁽⁸⁾		05/10/2023⁽⁸⁾	05/10/2028	Common Stock, par value $0.001	18,000⁽⁸⁾	⁽¹⁾	18,000	I⁽⁴⁾	See footnote⁽⁴⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾	10/18/2024		J⁽²⁾			20,000⁽⁸⁾	05/10/2023⁽⁸⁾	05/10/2028	Common Stock, par value $0.001	20,000⁽⁸⁾	⁽¹⁾	0	I⁽⁴⁾	See footnote⁽⁴⁾
Common Stock Purchase Warrant	$25.13⁽¹⁾	10/18/2024		J⁽²⁾		17,000⁽⁸⁾		05/10/2023⁽⁸⁾	05/10/2028	Common Stock, par value $0.001	17,000⁽⁸⁾	⁽¹⁾	17,000	I⁽⁴⁾	See footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

Manchester Explorer, L.P.

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT CO LLC

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

FRANK MORGAN C.

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

BESSER JAMES E

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

MANCHESTER MANAGEMENT PR, LLC

(Last)

(First)

(Middle)

2 CALLE CANDINA, #1701

(Street)

SAN JUAN

00907

(City)

(State)

(Zip)

Explanation of Responses:

1. On October 15, 2024, the Issuer filed a Certificate of Amendment to its Articles of Incorporation, as amended (the "Certificate of Amendment"), to implement a 1-for-375 reverse stock split (the "Reverse Stock Split") of Common Stock. As a result of the Reverse Stock Split, at 12:01 a.m. Mountain Time on October 18, 2024, every 375 shares of Common Stock then issued and outstanding automatically were combined into one share of Common Stock, with no change in par value per share. No fractional shares were outstanding following the Reverse Stock Split, and any fractional shares that would have resulted from the Reverse Stock Split will be settled in cash. The text of the Certificate of Amendment that effected the foregoing actions was included as Exhibit 3.1 of the 8-K and is incorporated herein by reference.

2. Pursuant to a letter agreement entered into by certain of the Reporting Persons and the Issuer, and with the consent of the Board of Directors of the Issuer, the Reporting Persons agreed to exchange the reported warrants for warrants with different terms.

3. The warrants may be exercised into shares by the Reporting Persons pursuant to a formula contained in the Common Stock Purchase Warrant included as Exhibit 4.2 of the Issuer's 8-K filed on August 8, 2022 ("Exhibit 4.2"). The exercise of the reported warrants is subject to the limitations and conditions on exercise set forth in the Common Stock Purchase Warrant. The foregoing description of the warrant does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 4.2.

4. 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.

5. The reported securities and warrants are directly owned by Morgan C. Frank in his personal capacity.

6. The warrants may be exercised into shares by the Reporting Persons pursuant to a formula contained in the Common Stock Purchase Warrant. The exercise of the reported warrants is subject to the limitations and conditions on exercise set forth in the Common Stock Purchase Warrant. The foregoing description of the warrant does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 4.4 of the Issuer's S-1/A filed on December 22, 2022, which is incorporated by reference.

7. 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.

8. The warrants may be exercised into shares by the Reporting Persons pursuant to a formula contained in the Common Stock Purchase Warrant. The exercise of the reported warrants is subject to the limitations and conditions on exercise set forth in the Common Stock Purchase Warrant. The foregoing description of the warrants does not purport to be complete and is subject to and qualified in its entirety by reference to Exhibit 4.2, which is incorporated by reference.

Remarks:

This is the first part of a Form 4 filing for the Reporting Persons. There are two parts to this Form 4 filing because of the constraint of a 30 transaction line maximum for tables in a Form 4.

	Manchester Explorer, L.P., By: /s/ James E. Besser, Managing Member of the General Partner	10/23/2024
	Manchester Management Company, LLC, By: /s/ James E. Besser, Managing Member	10/23/2024
	Morgan C. Frank, By: /s/ Morgan C. Frank	10/23/2024
	James E. Besser, By: /s/ James E. Besser	10/23/2024
	Manchester Management PR, LLC, By: /s/ James E. Besser, Managing Member	10/23/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SANUWAVE Health (SNWV) Form 4SANUWAVE Health / JAMES E BESSER ownership change