Sec Form 4 Filing - MANCHESTER MANAGEMENT CO LLC @ Modular Medical, Inc. - 2025-03-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MANCHESTER MANAGEMENT CO LLC
2. Issuer Name and Ticker or Trading Symbol
Modular Medical, Inc. [ MODD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) X __ Other (specify below)
Chief Executive Officer/Director by Deputization
(Last) (First) (Middle)
2 CALLE CANDINA, #1701
3. Date of Earliest Transaction (MM/DD/YY)
03/20/2025
(Street)
SAN JUAN, PR00907
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.001 per share 03/20/2025 P 520,832 A $ 1.92 ( 1 ) 3,805,575 I See footnote ( 2 )
Common Stock, par value $0.001 per share 03/20/2025 P 156,250 A $ 1.92 ( 3 ) 422,000 D ( 4 )
Common Stock, par value $0.001 per share 330,473 I See footnote ( 5 )
Common Stock, par value $0.001 per share 206,226 D ( 6 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Common Stock Purchase Warrant $ 1.12 03/20/2025 A 260,416 03/25/2025( 1 ) 03/25/2029 Common Stock, par value $0.001 per share 260,416 $ 1.12 ( 1 ) 260,416 I See footnote ( 2 )
Common Stock Purchase Warrant $ 1.12 03/20/2025 A 78,125 03/25/2025( 3 ) 03/25/2029 Common Stock, par value $0.001 per share 78,125 $ 1.12 ( 3 ) 78,125 D ( 4 )
Option to purchase common stock ( 7 ) $ 1.39 12/31/2024 12/31/2034 Common Stock, par value $0.001 per share 9,375 9,375 D ( 6 )
Option to purchase common stock ( 7 ) $ 1.56 06/30/2024 06/30/2034 Common Stock, par value $0.001 per share 9,375 9,375 D ( 6 )
Option to purchase common stock ( 7 ) $ 1.95 03/31/2024 03/31/2034 Common Stock, par value $0.001 per share 9,375 9,375 D ( 6 )
Option to purchase common stock ( 7 ) $ 1.78 12/29/2023 12/29/2033 Common Stock, par value $0.001 per share 9,375 9,375 D ( 6 )
Option to purchase common stock $ 1.11 ( 8 ) 10/02/2033 Common Stock, par value $0.001 per share 135,136 135,136 D ( 4 )
Option to purchase common stock ( 7 ) $ 1.16 09/30/2023 09/30/2033 Common Stock, par value $0.001 per share 9,375 9,375 D ( 6 )
Option to purchase common stock ( 7 ) $ 0.93 06/30/2023 06/30/2033 Common Stock, par value $0.001 per share 9,375 9,375 D ( 6 )
Option to purchase common stock ( 7 ) $ 1.44 03/31/2023 03/31/2033 Common Stock, par value $0.001 per share 9,375 9,375 D ( 6 )
Option to purchase common stock ( 7 ) $ 2.14 12/31/2022 12/31/2032 Common Stock, par value $0.001 per share 1,875 1,875 D ( 6 )
Option to purchase common stock ( 7 ) $ 2.14 12/31/2022 12/31/2032 Common Stock, par value $0.001 per share 7,500 7,500 D ( 6 )
Option to purchase common stock ( 7 ) $ 4.34 09/30/2022 09/30/2032 Common Stock, par value $0.001 per share 1,875 1,875 D ( 6 )
Option to purchase common stock ( 7 ) $ 4.34 09/30/2022 09/30/2032 Common Stock, par value $0.001 per share 7,500 7,500 D ( 6 )
Option to purchase common stock ( 7 ) $ 5.16 06/30/2022 06/30/2032 Common Stock, par value $0.001 per share 3,634 3,634 D ( 6 )
Option to purchase common stock ( 7 ) $ 5.16 07/19/2022 07/19/2032 Common Stock, par value $0.001 per share 7,500 7,500 D ( 6 )
Option to purchase common stock ( 7 ) $ 4.18 03/31/2022 03/31/2032 Common Stock, par value $0.001 per share 4,486 4,486 D ( 6 )
Option to purchase common stock ( 7 ) $ 4.18 03/31/2022 03/31/2032 Common Stock, par value $0.001 per share 17,943 17,943 D ( 6 )
Common Stock Purchase Warrant $ 6.6 02/14/2022 02/14/2027 Common Stock, par value $0.001 per share 234,274 234,274 I See footnote ( 2 )
Common Stock Purchase Warrant $ 6.6 02/10/2022 02/10/2027 Common Stock, par value $0.001 per share 300,000 300,000 I See footnote ( 2 )
Common Stock Purchase Warrant $ 8.61 02/06/2022 02/06/2027 Common Stock, par value $0.001 per share 119,237 119,237 I See footnote ( 2 )
Option to purchase common stock ( 7 ) $ 7.51 12/31/2021 12/31/2031 Common Stock, par value $0.001 per share 9,987 9,987 D ( 6 )
Option to purchase common stock ( 7 ) $ 7.51 12/31/2021 12/31/2031 Common Stock, par value $0.001 per share 2,497 2,497 D ( 6 )
Option to purchase common stock ( 7 ) $ 2.98 09/30/2021 09/30/2031 Common Stock, par value $0.001 per share 8,389 ( 9 ) 8,389 ( 9 ) D ( 6 )
Option to purchase common stock ( 7 ) $ 2.98 09/30/2021 09/30/2031 Common Stock, par value $0.001 per share 2,097 ( 9 ) 2,097 ( 9 ) D ( 6 )
Option to purchase common stock ( 7 ) $ 5.9 06/30/2021 06/30/2031 Common Stock, par value $0.001 per share 5,297 ( 9 ) 5,297 ( 9 ) D ( 6 )
Option to purchase common stock $ 2.87 01/01/2020 05/12/2030 Common Stock, par value $0.001 per share 50,000 ( 9 ) 50,000 ( 9 ) D ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MANCHESTER MANAGEMENT CO LLC
2 CALLE CANDINA, #1701
SAN JUAN, PR00907
X X Chief Executive Officer Director by Deputization
MANCHESTER MANAGEMENT PR, LLC
2 CALLE CANDINA, #1701
SAN JUAN, PR00907
Director by Deputization
BESSER JAMES E
2 CALLE CANDINA, #1701
SAN JUAN, PR00907
X Chief Executive Officer
FRANK MORGAN C.
2 CALLE CANDINA, #1701
SAN JUAN, PR00907
X
Manchester Explorer, L.P.
2 CALLE CANDINA, #1701
SAN JUAN, PR00907
Director by Deputization
JEB Partners, L.P.
2 CALLE CANDINA, #1701
SAN JUAN, PR00907
Director by Deputization
Signatures
Manchester Management Company, LLC By: /s/ James E. Besser, Managing Member 03/24/2025
Signature of Reporting Person Date
Manchester Management Company PR, LLC By: /s/ James E. Besser, Managing Member 03/24/2025
Signature of Reporting Person Date
James E. Besser By: /s/ James E. Besser 03/24/2025
Signature of Reporting Person Date
Morgan C. Frank, By: /s/ Morgan C. Frank 03/24/2025
Signature of Reporting Person Date
Manchester Explorer, L.P. By: /s/ James E. Besser, Managing Member of the General Partner 03/24/2025
Signature of Reporting Person Date
JEB Partners, L.P. By: /s/ James E. Besser, Managing Member of the General Partner 03/24/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Manchester Explorer, L.P. ("Explorer") acquired 260,416 units consisting of two shares of Common Stock, par value $0.001 per share and one warrant to purchase one share of Common Stock, par value $0.001 per share. It is anticipated that the warrants will become exercisable on or about March 25, 2025.
( 2 )The reported securities are owned directly by 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) and 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.
( 3 )James E. Besser acquired 78,125 units consisting of two shares of Common Stock, par value $0.001 per share and one warrant to purchase one share of Common Stock, par value $0.001 per share. It is anticipated that the warrants will become exercisable on or about March 25, 2025.
( 4 )The reported securities are directly owned by James E. Besser in his personal capacity.
( 5 )The reported securities are owned directly by 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.
( 6 )The reported securities are directly owned by Morgan C. Frank in his personal capacity.
( 7 )The options were granted to the Reporting Person in accordance with the Issuer's Outside Director Compensation Plan, and the options were fully vested and exercisable on the grant date.
( 8 )This option has vested since (i) all verification and validation testing for the Registrant's initial pump product was completed by December 31, 2023 and (ii) the 510(K) premarket submission to the U.S. Food and Drug Administration ("FDA") for the Registrant's initial pump product was completed by January 31, 2024.
( 9 )These Shares reflect a 3 for 1 reverse stock split effective November 26, 2021.

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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.