SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DUGGAN ROBERT W

(Last)

(First)

(Middle)

3957 POINT EDEN WAY

(Street)

HAYWARD

94545

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PULSE BIOSCIENCES, INC. [ PLSE ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2024

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	07/03/2024		X⁽¹⁾		5,187,824	A	⁽²⁾	42,172,003	D
Common Stock	07/03/2024		X⁽¹⁾		69,020	A	⁽²⁾	561,089	I	Affiliated Company 1⁽³⁾
Common Stock	07/03/2024		X⁽¹⁾		49,312	A	⁽²⁾	400,877	I	Affiliated Company 2⁽⁴⁾

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)
Warrant (right to buy)	$11⁽²⁾	07/03/2024		P⁽¹⁾		2,593,912		07/03/2024	07/03/2029	Common Stock	2,593,912	⁽¹⁾⁽²⁾	2,593,912	D
Warrant (right to buy)	$11⁽²⁾	07/03/2024		P⁽¹⁾		2,593,912		07/03/2024	07/03/2029	Common Stock	2,593,912	⁽¹⁾⁽²⁾	2,593,912	D
Warrant (right to buy)	$11⁽²⁾	07/03/2024		P⁽¹⁾		34,510		07/03/2024	07/03/2029	Common Stock	34,510	⁽¹⁾⁽²⁾	34,510	I	Affiliated Company 1⁽³⁾
Warrant (right to buy)	$11⁽²⁾	07/03/2024		P⁽¹⁾		34,510		07/03/2024	07/03/2029	Common Stock	34,510	⁽¹⁾⁽²⁾	34,510	I	Affiliated Company 1⁽³⁾
Warrant (right to buy)	$11⁽²⁾	07/03/2024		P⁽¹⁾		24,656		07/03/2024	07/03/2029	Common Stock	24,656	⁽¹⁾⁽²⁾	24,656	I	Affiliated Company 2⁽⁴⁾
Warrant (right to buy)	$11⁽²⁾	07/03/2024		P⁽¹⁾		24,656		07/03/2024	07/03/2029	Common Stock	24,656	⁽¹⁾⁽²⁾	24,656	I	Affiliated Company 2⁽⁴⁾

Explanation of Responses:

1. The Reporting Person acquired the shares of common stock and the warrants pursuant to the exercise of subscription rights in connection with the Issuer's previously announced rights offering (the "Rights Offering"), as disclosed in the Registration Statement on Form S-3, as amended, and certain Current Reports on Form 8-K filed by the Issuer with the SEC.

2. Pursuant to the terms of the Rights Offering, the Reporting Person purchased units at a price of $10.00 per unit, with each unit consisting of one share of common stock and two warrants each to purchase one half share of common stock at an exercise price of $11.00 per whole share. The warrants differ only in their redemption provisions.

3. Shares and warrants are held by Genius 24C Inc., of which the Reporting Person is the sole shareholder.

4. Shares and warrants are held by Blazon Corporation, of which the Reporting Person is the sole shareholder.

	/s/ Kenneth B. Stratton, as Attorney-in-Fact	07/09/2024
	** 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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Director Duggan Robert W converted options into 5,306,156 shares, increasing direct ownership by 14% to 42,172,003 units (SEC Form 4)