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^*

Aharon Gil

(Last)

(First)

(Middle)

C/O ROSALIND ADVISORS, INC.

175 BLOOR STREET SUITE 1316, NORTH TOWER

(Street)

TORONTO

M4W 3R8

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DELCATH SYSTEMS, INC. [ DCTH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2021

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 Shares	06/23/2021		C		877,379	A	⁽¹⁾⁽²⁾	402,000	I	By Rosalind Advisors, Inc., the advisor to the Rosalind Funds⁽⁵⁾
Common Shares	06/24/2021		J⁽³⁾		877,379	D	⁽¹⁾	402,000	I	By Rosalind Advisors, Inc., the advisor to the Rosalind Funds⁽⁴⁾⁽⁵⁾

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)
Series E Convertible Preferred Stock	⁽¹⁾	06/23/2021		C⁽¹⁾			7,561	⁽¹⁾	⁽¹⁾	Common Stock	756,135	$0	2,749	I	By Rosalind Advisors, Inc., the advisor to the Rosalind Funds⁽³⁾
Series E-1 Convertible Preferred Stock	⁽²⁾	06/24/2021		C⁽²⁾			1,122	⁽²⁾	⁽²⁾	Common Stock	112,244	$0	1,137	I	By Rosalind Advisors, Inc., the advisor to the Rosalind Funds⁽³⁾

Explanation of Responses:

1. The Series E Convertible Preferred Stock converted into Delcath Systems, Inc. Common Stock on a 100-for-1 basis.

2. The Series E-1 Convertible Preferred Stock converted into Delcath Systems, Inc. Common Stock on a 100-for-1 basis.

3. Rosalind Opportunities Fund I L.P., by its General Partner, converted 7,561 Series E Preferred Stock and 1,122 Series E-1 Preferred Stock on a 100-for-1 basis over a 3-day period for a total of 877,379 Delcath Systems, Inc. Common Stock. In conjunction with the conversion, the Reporting Person undertook a pro-rata in-kind distribution of common shares to its limited partners and such pro-rata in-kind distribution is not a purchase or sale. All rights and ownership of the converted common shares are transferred to its partners immediately following the conversion.

4. Includes 402,000 previously reported as of March 31, 2021 in accordance with Form 3 filing indirectly owned by the Reporting Person as Officer(s) of Rosalind Advisors, Inc., the advisor to Rosalind Opportunities Fund I L.P. and Rosalind Master Fund L.P., collectively, the "Rosalind Funds".

5. Each Reporting Persons disclaims beneficial ownership over the shares except to the extent of his or its respective pecuniary interest therein.

	/s/ Gil Aharon	06/25/2021
	** 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).
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