SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Struve Clayton A

(Last) (First) (Middle)
175 W JACKSON BLVD
SUITE 440

(Street)
CHICAGO IL 60604

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/05/2012
3. Issuer Name and Ticker or Trading Symbol
PRESSURE BIOSCIENCES INC [ pbio ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,023,849 D
Common Stock 100,585 I By CSS, LLC(10)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Convertible stock 11/10/2011(1) 05/10/2017 Common Stock 346,000(1) (2) D(1)
Series G Convertible Preferred 07/06/2012(3) 07/06/2015 Common Stock 805,700(3) (4) D(3)
Series C Common Stock Warrants 04/08/2011(5) 08/07/2017 Common Stock 155,865(5) $0.74 D(5)
Series C Common Stock Warrants 06/21/2011(5) 08/07/2017 Common Stock 156,060(5) $0.74 D(5)
Promissory note - Aug 2011 Common Stock Warrant 08/03/2011(6) 08/03/2014 Common Stock 211,765(6) $0.85 D(6)
Promissory note - Aug 2011 Common Stock Warrant 08/03/2011(6) 08/03/2014 Common Stock 26,316(6) $0.76 D(6)
Series D Nov 2011 Common Stock Warrant 11/10/2011(7) 05/10/2017 Common Stock 138,115(7) $0.81 D(7)
February 2012 Common Stock Warrants 02/07/2012(8) 08/07/2017 Common Stock 200,001(8) $0.74 D(8)
Series G Common Stock Warrant 07/06/2012(9) 07/06/2015 Common Stock 402,850(9) $0.5 D(9)
1. Name and Address of Reporting Person*
Struve Clayton A

(Last) (First) (Middle)
175 W JACKSON BLVD
SUITE 440

(Street)
CHICAGO IL 60604

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CSS LLC/IL

(Last) (First) (Middle)
175 WEST JACKSON BLVD
SUITE 440

(Street)
CHICAGO IL 60604

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director 10% Owner
Officer (give title below) X Other (specify below)
(a)
Explanation of Responses:
1. Series D Conv Pfd shares contain a limitation on exercise which prevents the Reporting Person from converting if, after giving effect to the conversion, the Reporting Person would beneficially own more that 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 at the time of the transaction owns less than 4.99% of the outstanding shares of Common Stock, the conversion limitation that applies to the Reporting Person is the 4.99% limitation. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest in such securities.
2. 1 share Series D convertible Preferred stock converts into 1538 shares common
3. Series G Conv Pfd shares contain a limitation on exercise which prevents the Reporting Person from converting if, after giving effect to the conversion, the Reporting Person would beneficially own more that 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 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.
4. Price paid for preferred stock was $5.00. A share of preferred stock is convertible into 10 shares of common stock.
5. Series C Common Stock Warrants (one warrant exercisable into one share common) contain a limitation on exercise which prevents the Reporting Person from converting if, after giving effect to the conversion, the Reporting Person would beneficially own more that 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 at the time of the transaction owns less than 4.99% of the outstanding shares of Common Stock, the conversion limitation that applies to the Reporting Person is the 4.99% 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. Promissory Note - Aug 2011 Common Stock Warrant (one warrant exercisable into one share common) contain a limitation on exercise which prevents the Reporting Person from converting if, after giving effect to the conversion, the Reporting Person would beneficially own more that 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 at the time of the transaction owns less than 4.99% of the outstanding shares of Common Stock, the conversion limitation that applies to the Reporting Person is the 4.99% limitation. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest in such securities.
7. Series D Common Stock Warrants (one warrant exercisable into one share common) contain a limitation on exercise which prevents the Reporting Person from converting if, after giving effect to the conversion, the Reporting Person would beneficially own more that 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 at the time of the transaction owns less than 4.99% of the outstanding shares of Common Stock, the conversion limitation that applies to the Reporting Person is the 4.99% 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. February 2012 Common Stock Warrants (one warrant exercisable into one share common) contain a limitation on exercise which prevents the Reporting Person from converting if, after giving effect to the conversion, the Reporting Person would beneficially own more that 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 at the time of the transaction owns more than 4.99% but less than 9.99% of the outstanding shares of Common Stock, the conversion limitation that applies to the Reporting Person is the 9.99% limitation. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest in such securities.
9. Series G Common Stock Warrants (one warrant exercisable into one share common) contain a limitation on exercise which prevents the Reporting Person from converting if, after giving effect to the conversion, the Reporting Person would beneficially own more that 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 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.
10. Reporting Person, Clayton A Struve, is an Indirect Owner as Member Manager of CSS, LLC (joint filer. Reporting Person , CSS, disclaims any beneficial ownership (direct or indirect) of shares held directly by Reporting Person, Clayton Struve
Remarks:
(a) reporting owner Clayton Struve is a member manager of CSS,LLC and has indirect beneficial ownership of 100,585. CSS, LLC disclaims any beneficial ownership (direct or indirect)of shares held directly by Reporting Person, Clayton Struve.
Clayton A Struve 11/02/2012
Mitchell R Bialek, Compliance Officer 11/06/2012
** 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 5 (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.