Edgar Filing: Struve Clayton A

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Struve Clayton A

2. Issuer Name and Ticker or Trading Symbol
PRESSURE BIOSCIENCES INC [PBIO]

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

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

(Last)

(First)

(Middle)

175 W JACKSON BLVD, SUITE 440

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2012

(Street)

CHICAGO, IL 60604

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	04/10/2012		P		2,000	A	$ 0.55	102,585	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	04/11/2012		P		4,000	A	$ 0.55	106,585	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	04/13/2012		P		2,000	A	$ 0.6	108,585	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	04/16/2012		P		4,000	A	$ 0.53	112,585	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	04/19/2012		P		9,200	A	$ 0.4565	121,785	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	04/20/2012		P		2,000	A	$ 0.52	123,785	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	04/25/2012		P		8,000	A	$ 0.41	131,785	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	04/24/2012		P		2,000	A	$ 0.47	133,785	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	05/10/2012		P		4,000	A	$ 0.42	137,785	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	05/11/2012		P		2,000	A	$ 0.42	139,785	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	05/14/2012		P		2,000	A	$ 0.4	141,785	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	06/06/2012		P		150	A	$ 0.21	141,935	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	06/18/2012		P		5,000	A	$ 0.25	146,935	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	07/23/2012		P		2,000	A	$ 0.28	148,935	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	08/28/2012		P		2,000	A	$ 0.28	150,935	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	09/04/2012		P		2,000	A	$ 0.29	152,935	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	09/10/2012		P		10,000	A	$ 0.28	162,935	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	09/18/2012		P		2,000	A	$ 0.25	164,935	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	09/28/2012		J⁽²⁾		27,816	A	$ 0 ⁽³⁾	1,051,665	D
Common Stock	10/04/2012		P		10,000	A	$ 0.29	174,935	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾
Common Stock	10/08/2012		P		2,000	A	$ 0.29	176,935	I	Reporting Person is a member manager of CCS, LLC ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series C Common Stock Purchase Warrant

$ 0.74

07/06/2012⁽⁴⁾

J⁽⁴⁾

311,925

⁽⁴⁾

08/07/2017

Common Stock ⁽⁵⁾

311,925 ⁽⁵⁾

⁽⁴⁾

Series C Common Stock Purchase Warrant

$ 0.6

07/06/2012⁽⁴⁾

J⁽⁴⁾

311,925

⁽⁴⁾

08/07/2017

Common Stock ⁽⁵⁾

311,925 ⁽⁵⁾

⁽⁴⁾

311,925

Promissory Note - Aug 2011 Common Stock Warrant

$ 0.85

07/06/2012⁽⁶⁾

J⁽⁶⁾

211,765

⁽⁶⁾

08/03/2014

Common Stock ⁽⁷⁾

211,765 ⁽⁷⁾

⁽⁶⁾

Promissory Note - Aug 2011 Common Stock Warrant

$ 0.6

07/06/2012⁽⁶⁾

J⁽⁶⁾

211,765

⁽⁶⁾

08/03/2014

Common Stock ⁽⁷⁾

211,765 ⁽⁷⁾

⁽⁶⁾

211,765

Promissory Note - Aug 2011 Common Stock Warrant

$ 0.76

07/06/2012⁽⁸⁾

J⁽⁸⁾

26,316

⁽⁸⁾

08/03/2014

Common Stock ⁽⁷⁾

26,316 ⁽⁷⁾

⁽⁸⁾

The reported transactions involved an amendment of an outsta

$ 0.6

07/06/2012⁽⁸⁾

J⁽⁸⁾

26,316

⁽⁸⁾

08/03/2014

Common Stock ⁽⁷⁾

26,316 ⁽⁷⁾

⁽⁸⁾

23,316

February 2012 Common Stock Purchase Warrant

$ 0.74

07/06/2012⁽⁴⁾

J⁽⁴⁾

200,001

⁽⁴⁾

08/07/2012

Common Stock ⁽⁹⁾

200,001 ⁽⁹⁾

⁽⁴⁾

February 2012 Common Stock Warrant

$ 0.6

07/06/2012⁽⁴⁾

J⁽⁴⁾

200,001

⁽⁴⁾

08/07/2017

Common Stock ⁽⁹⁾

200,001 ⁽⁹⁾

⁽⁴⁾

200,001

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Struve Clayton A 175 W JACKSON BLVD SUITE 440 CHICAGO, IL 60604		X
CSS LLC/IL 175 WEST JACKSON BLVD SUITE 440 CHICAGO, IL 60604				(a)

Signatures

Clayton A. Struve		11/20/2012
^**Signature of Reporting Person		Date
Mitchell R. Bialek		11/20/2012
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reporting Person, Clayton Struve, is an Indirect Owner as Member Manager of CSS, LLC of shares purchased by CSS, LLC. CSS,LLC disclaims any beneficial ownership (direct or indirect) of shares held directly by Reporting Person, Clayton Struve.
(2)	Dividend shares as a result of investment in Series C Preferred shares.
(3)	Dividend accrual of $22,322 at a rate of .8025 or 27,816 shares
(4)	The reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the old warrant at an exercise price of $0.74 and the grant of a replacement warrant at an exercise price of $0.60.
(5)	The Series C Common Stock Purchase Warrants contain a limitation on exercise which prevents the Reporting Person from exercising any Warrants if, after giving effect to the exercise, the Reporting Person would beneficially own more than 4.99% of the outstanding shares of Common Stock. The Reporting Person may elect to increase this limitation to 9.99%, 14.99% or 19.99%, upon not less than 61 days prior written notice to the Company. Since the Reporting Person currently beneficially owns more than 9.99% but less than 14.99% of the outstanding shares of Common Stock, the conversion limitation that applies to the Reporting Person is the 14.99% limitation. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest in such securities
(6)	The reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the old warrant at an exercise price of $0.85 and the grant of a replacement warrant at an exercise price of $0.60.
(7)	The Promissory Note-Aug 2011 Common Stock Purchase Warrants contain a limitation on exercise which prevents the Reporting Person from exercising any Warrants if, after giving effect to the exercise, the Reporting Person would beneficially own more than 4.99% of the outstanding shares of Common Stock. The Reporting Person may elect to increase this limitation to 9.99%, 14.99% or 19.99%, upon not less than 61 days prior written notice to the Company. Since the Reporting Person currently beneficially owns more than 9.99% but less than 14.99% of the outstanding shares of Common Stock, the conversion limitation that applies to the Reporting Person is the 14.99% limitation. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest in such securities
(8)	The reported transactions involved an amendment of an outstanding warrant, resulting in the deemed cancellation of the old warrant at an exercise price of $0.76 and the grant of a replacement warrant at an exercise price of $0.60
(9)	The February 2012 Common Stock Purchase Warrants contain a limitation on exercise which prevents the Reporting Person from exercising any Warrants if, after giving effect to the exercise, the Reporting Person would beneficially own more than 4.99% of the outstanding shares of Common Stock. The Reporting Person may elect to increase this limitation to 9.99%, 14.99% or 19.99%, upon not less than 61 days prior written notice to the Company. Since the Reporting Person currently beneficially owns more than 9.99% but less than 14.99% of the outstanding shares of Common Stock, the conversion limitation that applies to the Reporting Person is the 14.99% limitation. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest in such securities
Remarks: (a) Reporting Person Clayton A. Struve is a member of manager of CSS, LLC and has indirect beneficial ownership of shares of stock held in the name of CSS, LLC. CSS, LLC disclaims any beneficial ownership (direct or indirect) of shares held directly by Reporting Person, Clayton Struve.

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