SEC FORM 3

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^*

GUDONIS PAUL R

(Last)

(First)

(Middle)

ONE BROADWAY, 14TH FLOOR

(Street)

CAMBRIDGE

02142

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/09/2017

3. Issuer Name and Ticker or Trading Symbol
MYOMO INC [ MYO ]

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

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

5. 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 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	271,328	D

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)
SERIES A-1 CONVERTIBLE PREFERRED	⁽¹⁾	⁽¹⁾	COMMON STOCK	69,726	$7.5	D
SERIES B-1 CONVERTIBLE PREFERRED	⁽¹⁾	⁽¹⁾	COMMON STOCK	57,489	$7.5	D
8% SUBORDINATED CONVERTIBLE NOTE	⁽²⁾	⁽²⁾	COMMON STOCK	21,564	$5.18	D
WARRANTS (RIGHT TO BUY)⁽³⁾	⁽⁴⁾	⁽⁴⁾	COMMON STOCK	18,312	$6.28	D
STOCK OPTION (RIGHT TO BUY)	⁽⁵⁾	03/18/2020	COMMON STOCK	20,833	$0.0016	D
STOCK OPTION (RIGHT TO BUY)	⁽⁶⁾	06/29/2026	COMMON STOCK	6,250	$1.0496	D

Explanation of Responses:

1. The Convertible Preferred Stock will automatically convert, on a one-for-one basis, upon the completion of the Company's initial public offering. The Convertible Preferred Stock has no expiration.

2. The outstanding principal and interest shall be due and payable on December 31, 2018, unless earlier converted.

3. The Warrants were issued in conjunction with the 8% Subordinated Convertible Note.

4. The Warrants are not exercisable until the Company issues and sells shares of its Equity Securities in any public equity financing resulting in gross proceeds to the Company of at least $5,000,000 (including, for such purposes, all amounts raised in the Company's initial public offering and concurrent private placement) (a "Qualified Financing") and shall expire at 5:00 p.m. Eastern Time on the date that is three years following the Qualified Financing.

5. 25% of the options vest on the first anniversary following the vesting commencement date of March 18, 2015, and the remainder vest ratably on a monthly basis over the 36-month period following the first anniversary of the vesting commencement date, subject to a continued service relationship by the Individual and the Company at that time.

6. 25% of the options vest on the first anniversary following the vesting commencement date of June 29, 2016, and the remainder vest ratably on a monthly basis over the 36-month period following the first anniversary of the vesting commencement date, subject to a continued service relationship by the Individual and the Company at that time.

	/s/ Paul R. Gudonis	06/09/2017
	** 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).
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.