Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
- Peter Lynch
What is insider trading>>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Pulse Biosciences, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
74587B 10 1
(CUSIP Number)
December 31, 2017
(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)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 5
| CUSIP No. 74587B 10 1 |
| 1. | Names of Reporting Persons.
NewBEM Corporation | |||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) (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
728,835 (1) | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
728,835 (1) | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
728,835 (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)
4.3% (2) | |||||
| 12. | Type of Reporting Person (See Instructions)
CO | |||||
| (1) | Represents (i) 658,423 shares of Common Stock directly held by the Reporting Person, (ii) 15,072 shares and 6,699 shares of Common Stock held by Richard Nuccitelli, Ph.D and Pamela Nuccitelli respectively and (iii) options to purchase 46,891 shares and 1,750 shares of Common Stock granted to employees Richard Nuccitelli, Ph.D and Pamela Nuccitelli respectively that are exercisable within 60 days of December 31, 2017. Each of Richard Nuccitelli, Ph.D and Pamela Nuccitelli may be deemed to share voting and dispositive power over the shares of Common Stock held by NewBEM Corporation. |
| (2) | Based on 16,819,422 of the Issuer’s Common Stock outstanding as of December 31, 2017 and assumes that 48,641 shares underlying the Common Stock options exercisable within 60 days of December 31, 2017 are deemed outstanding pursuant to SEC Rule 13d-3(d)(1)(i). |
Page 2 of 5
| Item 1(a) | Name of Issuer: Pulse Biosciences, Inc. |
| Item 1(b) | Address of Issuer’s Principal Executive Offices: 3957 Point Eden Way, Hayward, CA 94545 |
| Item 2 (a) | Name of Person Filing: NewBEM Corporation |
| Item 2 (b) | Address of Principal Business Office or, if none, Residence: 1270 Manzanita Drive, Millbrae, CA 94030 |
| Item 2 (c) | Citizenship: United States |
| Item 2 (d) | Title of Class of Securities: Common Stock, par value $0.001 per share |
| Item 2 (e) | CUSIP Number: 74587B 10 1 |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 728,835 shares |
| (b) | Percent of class: 4.3%. |
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: 728,835 shares |
| (ii) | Shared power to vote or to direct the vote: 0 shares |
| (iii) | Sole power to dispose or to direct the disposition of: 728,835 shares |
| (iv) | Shared power to dispose or to direct the disposition of: 0 shares |
| Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒
| 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 on By the Parent Holding Company or Control Person |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
Page 3 of 5
| Item 9. | Notice of Dissolution of Group |
Not applicable.
| Item 10. | Certification |
Not applicable.
Page 4 of 5
SIGNATURES
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 9, 2018
| NEWBEM CORPORATION | ||
| By: | /s/ Richard Nuccitelli | |
| Name: Richard Nuccitelli | ||
| Title: Vice President | ||
Page 5 of 5