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*
Xu Xiaochun

(Last) (First) (Middle)
2711 CITRUS ROAD

(Street)
RANCHO CORDOVA CA 95742

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ThermoGenesis Holdings, Inc. [ THMO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO
3. Date of Earliest Transaction (Month/Day/Year)
04/28/2020
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 04/28/2020 J(1) 621,637 D(1) $1.8(1) 1,728,857 I By Boyalife Asset Holding II, Inc.
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
Warrants to Purchase Common Stock $80 12/26/2016 02/13/2021 Common Stock 352,942 352,942 I Boyalife Asset Holding II, Inc.
Option to Purchase Common Stock $28.6 (3) 07/01/2023 Common Stock 125 125 D
Second Amended and Restated Convertible Note(7) $1.8 04/16/2018 03/06/2022 Common Stock (7) 0(7) I By Boyalife Asset Holding II, Inc.
Option to Purchase Common Stock $29.1 (4) 12/14/2023 Common Stock 5,000 5,000 D
Option to Purchase Common Stock $30 (5) 12/29/2027 Common Stock 30,000 30,000 D
Option to Purchase Common Stock $2.979 12/14/2018 12/14/2028 Common Stock 16,000 16,000 D
Option to Purchase Common Stock $2.979 (6) 12/14/2028 Common Stock 64,000 64,000 D
Option to Purchase Common Stock $42 (2) 03/09/2023 Common Stock 125 125 D
1. Name and Address of Reporting Person*
Xu Xiaochun

(Last) (First) (Middle)
2711 CITRUS ROAD

(Street)
RANCHO CORDOVA CA 95742

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Boyalife Asset Holding II, Inc.

(Last) (First) (Middle)
2453 S. ARCHER AVE.
SUITE B

(Street)
CHICAGO IL 60616

(City) (State) (Zip)
Explanation of Responses:
1. Represents the transfer of shares pursuant to a conversion and exchange right exercised by a third party under a previously reported participation interest granted by Boyalife Asset Holding II, Inc. ("Boyalife AH") in a Second Amended and Restated Convertible Promissory Note, dated April 16, 2018, issued by the Issuer and held by Boyalife AH (the "Convertible Note"). On April 28, 2020, the third party elected to receive shares of common stock pursuant to its participation interest, at which time Boyalife AH transferred to the third party an aggregate of 621,637 shares of common stock, representing the conversion and exchange of its participation interest as to $1,223,452 of principal and interest under the Convertible Note. As a result, the participation interest was extinguished.
2. Option vested monthly over a one year period starting March 9, 2016.
3. Option vested monthly over a one year period starting August 1, 2016.
4. Options vested in five equal installments, 20% on date of signing the terms of employment letter (December 16, 2016), 20% on February 4, 2017, 20% on May 4, 2017, 20% on August 4, 2017 and 20% on November 4, 2017.
5. Option vests in five equal installments on December 31, 2018, 2019, 2020, 2021 and 2022.
6. Option vests in four equal installments on December 14, 2019, 2020, 2021 and 2022.
7. As of April 28, 2020, the Convertible Note had a maximum aggregate principal amount of $10,000,000, of which $10,000,000 in principal and $580,000 in accrued but unpaid interest was outstanding. Principal and accrued but unpaid interest is convertible at any time by Boyalife AH at a conversion price of $1.80 per share, subject to adjustment as set forth in the Convertible Note. Solely for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, Boyalife AH and Boyalife Group, Inc. may each be deemed to be a director-by-deputization by virtue of Xiaochun Xu serving on the board of directors of the Issuer.
/s/ Xiaochun Xu 04/30/2020
** Signature of Reporting Person Date
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