SEC FORM 4 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*
Picozza Enrico

(Last) (First) (Middle)
C/O DERMTECH, INC.
11099 N. TORREY PINES RD. SUITE 100

(Street)
LA JOLLA CA 92037

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DermTech, Inc. [ DMTK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/27/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 6,000 D
Common Stock 05/27/2020 C 114,249(1) A $0.00 805,862 I By HLM Venture Partners IV, L.P.(2)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series B-1 Convertible Preferred Stock (1) 05/27/2020 C 114.2481 (1) (1) Common Stock 114,249 (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.
Remarks:
Jason S. Miller, attorney-in-fact 05/29/2020
** 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).
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