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^*

Lough Denver

(Last)

(First)

(Middle)

8 EAST BROADWAY, SUITE 320

(Street)

SALT LAKE CITY

84111

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
POLARITYTE, INC. [ PTE ]

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

Director	X	10% Owner
Officer (give title below)	X	Other (specify below)
		Prior D&O within 90 days

3. Date of Earliest Transaction (Month/Day/Year)
11/06/2019

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⁽¹⁾⁽²⁾	11/06/2019	11/08/2019⁽³⁾	F		4,815	D	$2.9	7,336,904	D

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)

Explanation of Responses:

1. NEW SHARE AWARDS: The Reporting Person (RP) was granted a NEW Share Award (SA) of 200,000 Restricted Stock Units (RSUs) on August 26, 2019, commencing October 1, 2019. This NEW SA vests over 18 monthly installments. On November 1, 2019, the Issuer confirmed the vested installment (# 2 of 18) of 11,111 shares from the NEW SA. On November 4, 2019, the RP recognized a failure to distribute the vested shares and contacted the Issuer's Broker who reported that pre-clearance had not been granted by the Issuer for release and transfer of the vested shares. The RP sent communications to the Issuer on November 4, 2019 regarding the unreleased shares. On November 7, 2019 an official "Transaction Confirmation" from the Issuer's Broker indicating 4,815 shares of the 11,111 RSUs vested were retained for "tax withholding, commission and fees," using a standard "Sell-to-Cover" transaction commonly utilized within the Issuer's Stock Plan Services system.

2. PRIOR SHARE AWARDS & DISPUTE: As of November 7, 2019, the Reporting Person (RP) remains in dispute with the Issuer regarding delivery and access to PRIOR Share Awards (SAs) that were previously granted to him as a Director and Officer of the Company during 2016 - 2018, and which were included as consideration for the reduction of the summative cash "Separation Payment," as defined within the RP's three year Executive Employment Agreement (EEA) and other formal public filings by the Issuer. The RP will publicly file detailed information, actions and disclosures for shareholders and regulators with the U.S. Security & Exchange Commission in an updated Schedule 13D/A (Amendment No. 4) for November 2019.

3. DEEMED EXECUTION DATE: The reported formal trade "Settlement Date" was November 8, 2019 as per the "Transaction Confirmation" distributed by the Issuer's Broker.

Remarks:

	/s/ Denver M. Lough	11/11/2019
	** 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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