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 Director and Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/16/2020

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)
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 (from Stock Option)	01/16/2020	01/16/2020	M		10,000	A	$3.12	10,000	I	Spouse's Employee Stock from Stock Option
Common Stock (from Stock Option)	01/16/2020	01/16/2020	S		10,000	D	$4.17	0	I	Spouse's Employee Stock from Stock Option
Common Stock (from Stock Option)⁽¹⁾	01/16/2020	01/16/2020	F		0	D	$4.14	0	I	Spouse's Employee Stock from Stock Option

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)
Stock Option⁽²⁾	$3.12	01/16/2020		M			10,000	12/16/2018	02/15/2020	Common Stock	10,000	$0	10,000	I	Spouse to Reporting Person

Explanation of Responses:

1. On January 16, 2020 the full stock option to exercise 10,000 options at an exercise price of $3.12 was conducted by the Issuer's broker. The resultant converted 10,000 shares were then immediately sold by the Issuer's broker into the open market. The cash proceeds from the sale were used to pay the exercise cost, required tax withholding, brokerage commissions and fees. The sale price of $4.17 represents a weighted average price as multiple executions were involved in completing the exercise transaction. Additional detail regarding the individual execution prices is available upon request.

2. See prior Form-4 filed on December 19, 2016 (as described in remarks section of this filing)

Remarks:

REPORTING PERSON'S SPOUSE'S TRANSACTION: On December 7, 2016, Reporting Person's spouse, an employee of the Issuer, was granted a 10 year option to purchase 10,000 shares of the Issuer's common stock which option is exercisable any time on or after the date on which stockholder approval has been obtained for the Issuer's 2017 Equity Incentive Plan. According to the option grant "The option shall vest in 24 equal installments over 24 months commencing on the one-month anniversary date of the grant." The Reporting Person's spouse: (1) A person deemed to be an "affiliate" of the Company; (2) A person whom which was required to receive "pre-clearance" from the Issuer and the removal of Issuer imposed restrictions on the shares; (3) A person whom which was required to file an SEC Form 144 with the Issuer's Broker; and (4) A person whom which requires the Reporting Person to file a SEC Form-4 for the transaction to exercise and sell said security was terminated from her position on 11/15/2019 and had an Issuer-imposed 90 days to exercise the stock option. The cash proceeds from the sale are used to pay the exercise cost, required tax withholding, brokerage commissions and fees. Represents a weighted average price as multiple executions were involved in completing the exercise transaction. Additional detail regarding the individual execution prices is available upon request. REPORTING PERSON'S SPOUSE'S EMPLOYMENT AND OPTION GRANT: Please see the Form-4 filed on December 19, 2016 describing the grant for the option to purchase 10,000 shares of the Issuers stock: http://www.sec.gov/Archives/edgar/data/1076682/00014931521 REPORTING PERSON'S CURRENT BENEFICIAL OWNERSHIP: The Reporting Person continues to maintain their current beneficial ownership, as recently filed on the Reporting Person's last SEC Form-4, and has not conducted any transactions since the last Form-4 filing.

	/s/ Denver M. Lough	01/21/2020
	** 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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