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^*

Rimer Mark

(Last)

(First)

(Middle)

C/O PRECIPIO, INC.

4 SCIENCE PARK

(Street)

NEW HAVEN

06511

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Precipio, Inc. [ PRPO ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2017

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/28/2017		C⁽¹⁾		177,128	A	$0.00	601,398	I	By Chenies Investor LLC⁽³⁾
Common Stock	08/28/2017		C⁽²⁾		59,858	A	$0.00	340,913	I	By Chenies Management LLC⁽⁴⁾
Common Stock	09/08/2017		C⁽⁵⁾		85,476⁽⁵⁾	A	$0.00	686,874	I	By Chenies Investor LLC⁽³⁾
Common Stock	09/08/2017		C⁽⁶⁾⁽⁷⁾		124,496	A	$0.00	124,496	I	By: Kuzven Precipio Investor LLC⁽⁸⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series A Senior Convertible Preferred Stock	⁽¹⁾	08/28/2017		J⁽⁹⁾		2,299		⁽¹⁾	⁽¹⁾	Common Stock	2,299	$0.00⁽⁹⁾	177,128	I	By Chenies Investor LLC⁽³⁾
Series A Senior Convertible Preferred Stock	⁽²⁾	08/28/2017		J⁽¹⁰⁾		776		⁽²⁾	⁽²⁾	Common Stock	776	$0.00⁽¹⁰⁾	59,858	I	By Chenies Management LLC⁽⁴⁾
Series A Senior Convertible Preferred Stock	⁽¹⁾	08/28/2017		C			177,128	⁽¹⁾	⁽¹⁾	Common Stock	177,128	$3.7363	0	I	By Chenies Investor LLC⁽³⁾
Series A Senior Convertible Preferred Stock	⁽²⁾	08/28/2017		C			59,858	⁽²⁾	⁽²⁾	Common Stock	59,858	$3.7363	0	I	By Chenies Management LLC⁽⁴⁾
Warrant to Purchase Common Stock	$10	08/28/2017		A⁽¹⁾		87,414		09/01/2017	09/01/2022	Common Stock	87,414⁽¹⁾	$0.00⁽¹⁾	87,414	I	By Chenies Investor LLC⁽³⁾
Warrant to Purchase Common Stock	$10	08/28/2017		A⁽²⁾		29,541		09/01/2017	09/01/2022	Common Stock	29,541⁽²⁾	$0.00⁽²⁾	29,541	I	By: Chenies Management LLC⁽⁴⁾
8% Convertible Promissory Note	$3.7363⁽⁶⁾⁽⁷⁾	09/06/2017		J⁽⁶⁾⁽⁷⁾		83,301⁽⁶⁾⁽⁷⁾		⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock or Series A Senior Convertible Preferred Stock⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	$311,241	83,301⁽⁶⁾⁽⁷⁾	I	By: Kuzven Precipio Investor LLC⁽⁸⁾
8% Convertible Promissory Note	$3.7363⁽⁶⁾⁽⁷⁾	09/08/2017		C⁽⁶⁾⁽⁷⁾			83,301⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock or Series A Senior Convertible Preferred Stock⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	$311,241	0⁽⁶⁾⁽⁷⁾	I	By: Kuzven Precipio Investor LLC⁽⁸⁾
Offering Warrant to Purchase Common Stock	$10⁽⁶⁾⁽⁷⁾	09/08/2017		A⁽⁶⁾⁽⁷⁾		124,496⁽⁶⁾⁽⁷⁾		08/28/2017	08/28/2022	Common Stock	124,496⁽⁶⁾⁽⁷⁾	$0.00	124,496⁽⁶⁾⁽⁷⁾	I	By: Kuzven Precipio Investor LLC⁽⁸⁾
8% Convertible Promissory Note	$3.7363⁽⁵⁾	09/08/2017		C⁽⁵⁾			20,073	⁽⁵⁾	⁽⁵⁾	Common Stock or Series A Senior Convertible Preferred Stock⁽⁵⁾	20,073⁽⁵⁾	$75,000⁽⁵⁾	0	I	By Chenies Investor LLC⁽³⁾
Offering Warrant to Purchase Common Stock	$10	09/08/2017		A⁽⁵⁾		85,476		08/28/2017	08/28/2022	Common Stock	85,476	$0.00	85,476	I	By Chenies Investor LLC⁽³⁾

Explanation of Responses:

1. On issuance, each share of Series A Senior Convertible Preferred Stock was convertible into one share of Common Stock of the Issuer at any time and had no expiration date. Pursuant to an Agreement for Conversion of Preferred Stock between Chenies Investor LLC and the Issuer, dated August 28, 2017, Chenies Investor LLC converted 177,128 shares of Series A Convertible Preferred Stock into i) 177,128 shares of Issuer Common Stock and ii) 87,414 Warrants to buy 87,414 shares of Issuer Common Stock.

2. On issuance, each share of Series A Senior Convertible Preferred Stock was convertible into one share of Common Stock of the Issuer at any time and had no expiration date. Pursuant to an Agreement for Conversion of Preferred Stock between Chenies Management LLC and the Issuer, dated August 28, 2017, Chenies Management LLC converted 59,858 shares of Series A Convertible Preferred Stock into i) 59,858 shares of Issuer Common Stock and ii) 29,541 Warrants to buy 29,541 shares of Issuer Common Stock.

3. The Reporting Person is a managing member of Chenies Investor LLC.

4. The Reporting Person is a managing member of Chenies Management LLC.

5. The 8% Convertible Promissory Note (the "Chenies Note") was issued to Chenies Investor LLC on June 29, 2017 in the principal amount of $75,000 and was payable upon the earlier to occur of (i) October 1, 2017 or (ii) the closing of a Qualified Offering (as defined in the Chenies Note). Pursuant to a Conversion Agreement between Chenies Investor LLC and the Issuer dated September 8, 2017, the Chenies Note together with accrued interest and the Redemption Amount (as defined in the Chenies Note) was converted into i) 85,476 shares of Issuer Common Stock at a conversion price of $2.50 per share and ii) an Offering Warrant exercisable for 85,476 shares of Issuer Common Stock.

6. An 8% Convertible Promissory Note (the "Dominion Note") was issued to Dominion Capital LLC on June 29, 2017 in the principal amount of $800,000 and was payable upon the earlier to occur of (i) October 1, 2017 or (ii) the closing of a Qualified Offering (as defined in the Dominion Note). Dominion Capital LLC exercised a put option (the "Dominion Put") on September 6, 2017 to sell $311,241 of principal of the Dominion Note to Kuzven Precipio Investor LLC (the "Kuzven Note"). The balance of the Dominion Note, together with accrued interest and the Redemption Amount (as defined in the Dominion Note), was repaid by the Issuer to Dominion Capital LLC (the "Issuer's Repayment").

7. (Continued from Footnote 6) Kuzven Precipio Investor LLC had a call option on the Dominion Note (the "Kuzven Option") which expired upon the exercise of the Dominion Put and the Issuer's Repayment. Kuzven Precipio Investor LLC received no value for the expiration of the Kuzven Option. Pursuant to a Conversion Agreement between Kuzven Precipio Investor LLC and the Issuer dated September 8, 2017, the Kuzven Note was converted into i) 124,496 shares of Issuer Common Stock at a conversion price of $2.50 per share and ii) an Offering Warrant exercisable for 124,496 shares of Issuer Common Stock.

8. The Reporting Person is a managing member of Kuzven Precipio Investor LLC.

9. On August 28, 2017, the Issuer issued a Series A Preferred Payment (as defined in the Company's Certificate of Designation of Series A Senior Convertible Preferred Stock) accrued through August 28, 2017. As a result, Chenies Investor LLC received 2,299 shares of Issuer Series A Convertible Preferred Stock and a cash payment of $0.45 in lieu of a fractional share of Issuer Series A Convertible Preferred Stock.

10. On August 28, 2017, the Issuer issued a Series A Preferred Payment (as defined in the Company's Certificate of Designation of Series A Senior Convertible Preferred Stock) accrued through August 28, 2017. As a result, Chenies Management LLC received 776 shares of Issuer Series A Convertible Preferred Stock and a cash payment of $3.62 in lieu of a fractional share of Issuer Series A Convertible Preferred Stock.

Remarks:

	/s/ Mark Rimer	09/15/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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