MILESTONE SCIENTIFIC INC. — Director's Dealing 2017

Feb 2, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MILESTONE SCIENTIFIC INC. (MLSS)
CIK: 0000855683
Period of Report: 2017-01-25

Reporting Person: Trombetta Giandomenico (Director, See Remarks.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-25	Common Stock, Par Value $0.001	A	49689	—	Acquired	116079	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-25	Options to purchase common stock	$1.61	A	99378	Acquired	2022-01-25	Common Stock (99378)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, Par Value $0.001	3000000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Options to purchase common stock	$1.8900	2021-02-04	Common Stock (132780)	132780	Direct
Series A Convertible Preferred Stock, Par Value $0.001	$		Common Stock ()	7000	Indirect

Footnotes

F1: Not applicable.

F2: These shares are held directly by BP4 S.r.l. Innovest S.p.A. is the controlling shareholder of BP4 S.r.l. Mr. Trombetta is a shareholder and director of each of BP4 S.r.l. and Innovest S.p.A., and may be deemed to have voting and investment power over the securities held by BP4 S.r.l. Mr. Trombetta disclaims beneficial ownership of all securities held by BP4 S.r.l., except to the extent of his pecuniary interest therein, if any.

F3: These options are exercisable as follows: (i) for 44,260 shares on the date of grant (2-4-16) and (ii) for an additional 1/3 of the 88,520 remaining shares on each of the 1st through 3rd anniversaries of the date of grant.

F4: Each share of Series A Convertible Preferred Stock has a stated value of $1,000 (the "Stated Value"), and is initially convertible at any time at the holder's election into such number of shares of Common Stock determined by dividing the Stated Value by $2.545 and, if not earlier converted, is mandatorily convertible into Common Stock at the end of five years at $2.545 per share, or $1.50 per share if certain conditions have not been met, all subject to anti-dilution adjustments.

F5: All of these shares are issuable to the reporting person at the termination of employment.

F6: These options are exercisable as follows: (i) for 33,126 shares on the date of grant (1-25-17) and (ii) for an additional 1/3 of the 66,252 remaining shares on each of the 1st through 3rd anniversaries of the date of grant.