Modular Medical, Inc. — Director's Dealing 2017

Aug 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Modular Medical, Inc. (MODD)
CIK: 0001074871
Period of Report: 2017-07-24

Reporting Person: MANCHESTER MANAGEMENT CO LLC (10% Owner)
Reporting Person: Manchester Explorer, L.P. (10% Owner)
Reporting Person: FRANK MORGAN C. (10% Owner)
Reporting Person: BESSER JAMES E (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-24	Common Stock, par value $0.001 per share	J	2900000	$0.13	Disposed	0	Direct
2017-07-24	Common Stock, par value $0.001 per share	P	5664690	$0.66	Acquired	5664690	Direct

Footnotes

F1: This Form 4 is being filed by Manchester Explorer, L.P. ("Explorer"), Manchester Management Company, LLC (""MMC""), James E. Besser and Morgan C. Frank as 10% Owners, and by Messrs. Frank and Besser as Director. On July 24, 2017 Mr. Besser resigned as a Director of Modular Medical, Inc.

F2: On July 24, 2017, Modular Medical, Inc. (the "Company") entered into a Reorganization and Share Exchange Agreement with Messrs. Frank and Besser, Quasuras Inc. ("Quasuras") and Paul DiPerna (the "Acquisition Agreement"), pursuant to which, among other items, the Company acquired Quasuras and Messrs Frank and Besser exchanged their shares of Quasuras for shares of the Company and as a result received in the aggregate 361,660 shares (180,830 each) of the Company's common stock (the "Acquisition"). Additionally, simultaneously and as a condition to the Acquisition and the Private Placement (as defined below), Explorer cancelled all 2,900,000 shares of common stock owned by Explorer prior to the Acquisition.

F3: Simultaneously with the Acquisition, Explorer and Jeb Partners, LP, an affiliate of the reporting persons ("JEBP") purchased in a private placement by the Company (the "Private Placement") 4,545,455 shares and 757,576 shares of the Company's common stock, respectively. A $375,000 portion of the purchase price of the shares acquired by Explorer in the Private Placement was paid by crediting Explorer $375,000 against such purchase price paid by Explorer for the 2,900,000 shares cancelled by Explorer.

F4: The reported 5,664,690 shares consists of (i) 4,545,455 shares purchased by Explorer in the Private Placement, (ii) 757,576 shares owned by JEBP acquired in the Private Placement, (iii) 180,830 shares owned and acquired by Mr. Frank in the Acquisition, and (iv) 180,830 shares owned and acquired by Mr. Besser in the Acquisition. As a result of the above, MMC and Explorer may be deemed to beneficially own 5,664,690 shares, and each of Messrs. Besser and Frank may be deemed to beneficially own 5,483,860 shares. Each of such persons, however, disclaims beneficial ownership of all shares other than those shares directly owned by it.

F5: . MMC, provides investment management services to Explorer and JEBP. The reported securities may be deemed indirectly beneficially owned by MMC as a result of it being the general partner of Explorer and JEBP. The reported securities may also be deemed to be indirectly beneficially owned by James E. Besser, as a Managing Member of MMC and by Morgan C. Frank, who serves as a portfolio manager and a consultant of MMC. Each of the Reporting Persons disclaim beneficial ownership of the reported securities and warrants except to the extent of their pecuniary interest therein.