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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
X
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*
Peregrine Financial Corp

(Last) (First) (Middle)
222 ROSEWOOD DRIVE, SUITE 530

(Street)
DANVERS MA 01923

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CPS TECHNOLOGIES CORP/DE/ [ CPSH ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
03/31/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 03/31/2021 S 35,000(1) D $12.6573 707,638(2) I See Footnote(2)(13)
Common Stock 03/31/2021 S 35,000(3) D $12.6573 705,575(4) I See Footnote(4)(13)
Common Stock 03/31/2021 S 10,000(5) D $13.1563(5) 697,638(6) I See Footnote(6)(13)
Common Stock 03/31/2021 S 10,000(7) D $13.1563(7) 695,575(8) I See Footnote(8)(13)
Common Stock 03/31/2021 S 5,901(9) D $13.2903 691,737(10) I See Footnote(10)(13)
Common Stock 03/31/2021 S 5,901(11) D $13.2903 689,675(12) I See Footnote(12)(13)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
Peregrine Financial Corp

(Last) (First) (Middle)
222 ROSEWOOD DRIVE, SUITE 530

(Street)
DANVERS MA 01923

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Peregrine Trust Company, LLC

(Last) (First) (Middle)
222 ROSEWOOD DRIVE, SUITE 530

(Street)
DANVERS MA 01923

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Peregrine Holdings LLC

(Last) (First) (Middle)
222 ROSEWOOD DRIVE, SUITE 530

(Street)
DANVERS MA 01923

(City) (State) (Zip)
Explanation of Responses:
1. On March 31, 2021, CMS Holdings, L.L.C. ("CMS Holdings") sold 35,000 shares. Peregrine Financial Corporation ("PFC") provides administrative support services to Peregrine Trust Company, LLC ("PTC"), which is the trustee of MSC Trust (Trust u/w dtd 12/12/96 Michael S. Currier (Art 8th) fbo Karin A. Griscom) ("MSC Trust") and Stephen R. Currier Continuing Trust Under Article Seventh of the Last Will and Testament of Michael S. Currier fbo Ailsa Christina Griscom Currier and her descendants ("SRC Trust"). CMS Holdings is wholly owned by MSC Trust. For its services, PFC receives a fixed fee not based on the performance of the shares, which fee is exempt pursuant to Rule 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and therefore has no pecuniary interest in the shares.
2. Represents 705,578 shares held directly by CMS Holdings and 2,060 shares held directly by SRC Trust.
3. On March 31, 2021, Peregrine Holdings, LLC ("Peregrine Holdings") sold 2,971 shares. PFC provides administrative support services to Peregrine Holdings and for its services receives a fixed fee not based on the performance of the shares, which fee is exempt pursuant to Rule 16a-1(a)(2) of the Exchange Act, and therefore has no pecuniary interest in the shares.
4. Represents 705,575 shares held directly by Peregrine Holdings.
5. On March 31, 2021, CMS Holdings sold 10,000 shares. The price reported in Column 4 is a weighted average price. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
6. Represents 695,578 shares held directly by CMS Holdings and 2,060 shares held directly by SRC Trust.
7. On March 31, 2021, Peregrine Holdings sold 10,000 shares. The price reported in Column 4 is a weighted average price. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range.
8. Represents 695,575 shares held directly by Peregrine Holdings.
9. On March 31, 2021, CMS Holdings sold 5,901 shares.
10. Represents 689,677 shares held directly by CMS Holdings and 2,060 shares held directly by SRC Trust.
11. On March 31, 2021, Peregrine Holdings sold 5,900 shares.
12. Represents 689,675 shares held directly by Peregrine Holdings.
13. The reporting persons disclaim that they may be deemed to be acting in a "group" as that term is used in Rule 13d-5 of the Exchange Act.
Remarks:
PEREGRINE FINANCIAL CORPORATION, By: /s/ Stephen J. Therrien, Title: Vice President 04/02/2021
PEREGRINE TRUST COMPANY, LLC, By: /s/ Matt Tobin, Title: Secretary 04/02/2021
PEREGRINE HOLDINGS, LLC, By: /s/ Stephen J. Therrien, Title: Authorized Signatory 04/02/2021
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.