SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
(Amendment No. 2)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE
13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a)
Pulse Biosciences, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
74587B 10 1
(CUSIP Number)
Andrew D. Hudders, Esq.
Golenbock Eiseman Assor Bell & Peskoe LLP,
437 Madison Avenue, New York, New York 10022
(212-907-7300)
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 11, 2018
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO.: 74587B 10 1
| 1) | NAME OF REPORTING PERSON | |
| Christopher A. Marlett | ||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ¨ |
| (b) ¨ | ||
| 3) | SEC Use Only | |
| 4) | SOURCE OF FUNDS | OO |
| 5) | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED | |
| PURSUANT TO ITEMS 2(d) OR 2(e) | ¨ | |
| 6) | CITIZENSHIP OR PLACE OF ORGANIZATION | United States |
| NUMBER OF | 7) | SOLE VOTING POWER | 810,075 |
| SHARES | |||
| BENEFICIALLY | 8) | SHARED VOTING POWER | |
| OWNED BY | |||
| EACH | 9) | SOLE DISPOSITIVE POWER | 810,075 |
| REPORTING | |||
| PERSON WITH | 10) | SHARED DISPOSITIVE POWER | |
| 11) | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |
| 810,075 | ||
| 12) | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | |
| CERTAIN SHARES | ¨ | |
| 13) | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | 4.95% |
| 14) | TYPE OF REPORTING PERSON | IN |
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This Amendment No. 2 to Schedule 13D (the “Amendment”) amends and restates the Schedule 13D originally filed by Mr. Christopher A. Marlett (the Reporting Person”) with the Securities and Exchange Commission (“SEC”) dated May 23, 2016 and amended March 13, 2017 (as amended the “Schedule 13D”).
This Amendment is being filed to indicate that as of January 11, 2018, the Reporting Person beneficially owns less than 5% of the Common Stock (defined in Item 1) of the Issuer (defined in Item 1).
| Item 1. | Security and Issuer |
The class of equity securities to which this Statement of Schedule 13D (this “Schedule 13D”) relates is shares of common stock (the “Common Stock”) of Pulse Biosciences, Inc., a Nevada corporation (the “Issuer”). The principal executive office of the Issuer is 957 Point Eden Way, Hayward, CA 94545.
| Item 2. | Identity and Background. |
| a) | This Schedule 13D is being filed by Christopher A. Marlett (the “Reporting Person”). |
| b) | The Reporting Person’s business address is 2425 Cedar Springs Road, Dallas, Texas 75201. |
| c) | Not applicable as the Reporting Person is no longer required to file a Schedule 13D. |
| d) | Not applicable as the Reporting Person is no longer required to file a Schedule 13D. |
| e) | Not applicable as the Reporting Person is no longer required to file a Schedule 13D. |
| f) | Not applicable as the Reporting Person is no longer required to file a Schedule 13D. |
| Item 3. | Source and Amount of Funds and Other Consideration. |
Not applicable as the Reporting Person is no longer required to file a Schedule 13D.
| Item 4. | Purpose of Transaction |
Not applicable as the Reporting Person is no longer required to file a Schedule 13D.
| ITEM 5. | Interests in Securities of the Issuer |
Not applicable as the Reporting Person is no longer required to file a Schedule 13D.
| ITEM 6. | CONTRACTS, ARRANGEMENTS UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. |
Not applicable as the Reporting Person is no longer required to file a Schedule 13D.
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| ITEM 7. | MATERIAL TO BE FILED AS EXHIBITS. |
Not applicable
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this amended statement on Schedule 13D is true, complete and correct.
Dated as of: February 26, 2018
| /s/ Christopher A. Marlett | ||
| Christopher A. Marlett |
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