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*
McWilliams David

(Last) (First) (Middle)
C/O GREENWICH LIFESCIENCES, INC.
3992 BLUEBONNET DR, BUILDING 14

(Street)
STAFFORD TX 77477

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/24/2020
3. Issuer Name and Ticker or Trading Symbol
Greenwich LifeSciences, Inc. [ GLSI ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 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)
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 444,371(1) 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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series A Preferred Stock (2) (2) Common stock 152,604 (6) D
Series B Preferred Stock (3) (3) Common stock 7,663 (7) D
Series C Preferred Stock (4) (4) Common stock 3,746 (8) D
Series D Preferred Stock (5) (5) Common stock 6,555 (9) D
Explanation of Responses:
1. Includes a grant of 28,090 shares of the Issuer's common stock that vests in 36 equal installments on the 1st of every month with the first installment vesting on October 1, 2019.
2. The Series A Preferred Stock have no expiration date and are convertible, at the option of the holder, into shares of common stock of the Issuer at the then-effective conversion rate for no additional consideration (subject to the payment of cash, if applicable, in lieu of any fractional shares in accordance with the Issuer's Amended and Restated Certificate of Incorporation (as amended, the "Certificate of Incorporation")). The shares of Series A Preferred Stock will automatically convert into shares of the Issuer's common stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash, if applicable, in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the closing of the Issuer's initial public offering.
3. The Series B Preferred Stock have no expiration date and are convertible, at the option of the holder, into shares of common stock of the Issuer at the then-effective conversion rate for no additional consideration (subject to the payment of cash, if applicable, in lieu of any fractional shares in accordance with the Certificate of Incorporation). The shares of Series B Preferred Stock will automatically convert into shares of the Issuer's common stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash, if applicable, in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the closing of the Issuer's initial public offering.
4. The Series C Preferred Stock have no expiration date and are convertible, at the option of the holder, into shares of common stock of the Issuer at the then-effective conversion rate for no additional consideration (subject to the payment of cash, if applicable, in lieu of any fractional shares in accordance with the Certificate of Incorporation). The shares of Series C Preferred Stock will automatically convert into shares of the Issuer's common stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash, if applicable, in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the closing of the Issuer's initial public offering.
5. The Series D Preferred Stock have no expiration date and are convertible, at the option of the holder, into shares of common stock of the Issuer at the then-effective conversion rate for no additional consideration (subject to the payment of cash, if applicable, in lieu of any fractional shares in accordance with the Certificate of Incorporation). The shares of Series D Preferred Stock will automatically convert into shares of the Issuer's common stock at the then-effective conversion rate for no additional consideration (subject to the payment of cash, if applicable, in lieu of any fractional shares in accordance with the Certificate of Incorporation) immediately prior to the closing of the Issuer's initial public offering.
6. The Series A Preferred Stock is convertible into shares of the Issuer's common stock at a 1-for-1 conversion rate.
7. The Series B Preferred Stock is convertible into shares of the Issuer's common stock at a 1-for-1 conversion rate.
8. The Series C Preferred Stock is convertible into shares of the Issuer's common stock at a 1-for-1 conversion rate.
9. The Series D Preferred Stock is convertible into shares of the Issuer's common stock at a 1-for-1 conversion rate.
/s/ David McWilliams 09/24/2020
** 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 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.
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