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^*

Stetson John

(Last)

(First)

(Middle)

C/O POLARITYTE, INC.

615 ARAPEEN DRIVE

(Street)

SALT LAKE CITY

84108

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/10/2017

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, par value $0.001 per share	11/10/2017		A		40,000⁽¹⁾	A	$0.00⁽²⁾	380,923⁽³⁾	D
Common stock, par value $0.001 per share	11/10/2017		A		7,500⁽⁴⁾	A	$0.00⁽⁵⁾	380,923⁽³⁾	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)
Option	$24.59	11/10/2017		A		60,000⁽⁶⁾		⁽⁶⁾	11/10/2027	Common Stock	60,000	$0.00⁽⁷⁾	32,500⁽⁸⁾	D

Explanation of Responses:

1. Represents a restricted stock award under the PolarityTE, Inc. 2017 Equity Incentive Plan (the "Restricted Stock Award"), of which one-half shall vest on the date of grant and one-half shall vest in twenty four (24) equal monthly installments on the one month anniversary of the grant date.

2. Restricted Stock Award is issued as a performance award for the Reporting Person's role as Chief Financial Officer and a director of the Issuer.

3. Includes shares vested or to be vested within 60 days.

4. Represents a restricted stock award under the PolarityTE, Inc. 2017 Equity Incentive Plan (the "Second Restricted Stock Award"), which shall vest immediately on the date of grant

5. Second Restricted Stock Award is in connection with the Reporting Person entering into a new employment agreement with the Issuer.

6. Represents an option award under the PolarityTE, Inc. 2017 Equity Incentive Plan (the "Option Award"), of which one-half shall vest on the date of grant and one-half shall vest in twenty four (24) equal monthly installments on the one month anniversary of the grant date.

7. Option Award is compensation for the Reporting Person's service as Chief Financial Officer and director of the Issuer.

8. Includes options vested or to be vested within 60 days pursuant to the Option Award.

	/s/ John Stetson	11/13/2017
	** 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 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).
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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