Peregrine Financial Form 3 Initial statement of insider ownership

SEC Form 3

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^*

Peregrine Financial Corp

(Last)

(First)

(Middle)

222 ROSEWOOD DRIVE, SUITE 530

(Street)

DANVERS

01923

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/22/2021

3. Issuer Name and Ticker or Trading Symbol
CPS TECHNOLOGIES CORP/DE/ [ CPSH ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	815,894⁽¹⁾⁽³⁾	I	See Footnote⁽¹⁾⁽³⁾
Common Stock	813,833⁽²⁾⁽³⁾	I	See Footnote⁽²⁾⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

1. Name and Address of Reporting Person^*

Peregrine Financial Corp

(Last)

(First)

(Middle)

222 ROSEWOOD DRIVE, SUITE 530

(Street)

DANVERS

01923

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Peregrine Trust Company, LLC

(Last)

(First)

(Middle)

222 ROSEWOOD DRIVE, SUITE 530

(Street)

DANVERS

01923

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Peregrine Holdings LLC

(Last)

(First)

(Middle)

222 ROSEWOOD DRIVE, SUITE 530

(Street)

DANVERS

01923

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents 813,834 shares held directly by CMS Holdings, L.L.C. ("CMS Holdings") and 2,060 shares held directly by Stephen R. Currier Continuing Trust Under Article Seventh of the Last Will and Testament of Michael S. Currier fbo Ailsa Christina Griscom Currier and her descendants ("SRC Trust"). Peregrine Financial Corporation ("PFC") provides administrative support services to Peregrine Trust Company, LLC ("PTC"), which is the trustee of MSC Trust (Trust u/w dtd 12/12/96 Michael S. Currier (Art 8th) fbo Karin A. Griscom) ("MSC Trust") and SRC Trust. CMS Holdings is wholly owned by MSC Trust. For its services, PFC receives a fixed fee not based on the performance of the shares, which fee is exempt pursuant to Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and therefore has no pecuniary interest in the shares.

2. Represents shares held directly by Peregrine Holdings, LLC ("Peregrine Holdings"). PFC provides administrative support services to Peregrine Holdings and for its services receives a fixed fee not based on the performance of the shares, which fee is exempt pursuant to Rule 16a-1(a)(2) of the Exchange Act, and therefore has no pecuniary interest in the shares.

3. Represents shares received by the reporting person pursuant to a pro rata distribution in kind, for no value, effected on March 19, 2021 by ARD Master, L.P. The reporting persons disclaim that they may be deemed to be acting in a "group" as that term is used in Rule 13d-5 of the Exchange Act.

Remarks:

	PEREGRINE FINANCIAL CORPORATION, By: /s/ Stephen J. Therrien, Title: Vice President	03/24/2021
	PEREGRINE TRUST COMPANY, LLC, By: /s/ Matt Tobin, Title: Secretary	03/24/2021
	PEREGRINE HOLDINGS, LLC, By: /s/ Stephen J. Therrien, Title: Authorized Signatory	03/24/2021
	** 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 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).
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Peregrine Financial Form 3Initial statement of insider ownership