Statement of Changes in Beneficial Ownership (4)
August 23 2021 - 4:18PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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
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Horowitz Joshua |
2. Issuer Name and Ticker or Trading Symbol
MINIM, INC.
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MINM
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O PALM MANAGEMENT (US) LLC, 19 WEST ELM STREET |
3. Date of Earliest Transaction
(MM/DD/YYYY)
8/23/2021 |
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(Street)
GREENWICH, CT 06830
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 8/23/2021 | | P | | 20000 | A | $2.1821 (4) | 1266640 (1) | I | By Palm Global Small Cap Master Fund LP |
| Common Stock | | | | | | | | 7286 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Stock Option (right to buy) (2) | $2.03 | | | | | | | 7/9/2020 | 7/9/2023 | Common Stock | 15000 | | 15000 | D | |
| Stock Option (right to buy) (3) | $2.04 | | | | | | | 7/13/2020 | 7/13/2023 | Common Stock | 7500 | | 7500 | D | |
| Explanation of Responses: |
| (1) | The reported shares are owned directly by Palm Global Small Cap Master Fund LP (the "Fund"). Palm Management (US) LLC ("Palm Management"), as the investment manager of the Fund, may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by the Fund. Due to his positions with the Fund and Palm Management, Mr. Joshua S. Horowitz may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by the Fund. Due to his position with Palm Management, Mr. Bradley C. Palmer may be deemed to be a beneficial owner of the shares of Common Stock disclosed as directly owned by the Fund. Messrs. Palmer and Horowitz disclaim beneficial ownership of these shares except to the extent of their respective pecuniary interest therein. |
| (2) | Fully exercisable as of the grant date, July 9, 2020. |
| (3) | Fully exercisable as of the grant date, July 13, 2020. |
| (4) | The price reported represents a weighted average price. These shares were purchased in multiple transactions at prices ranging from $2.16 to $2.20 per share. The Reporting Persons undertake to provide to the issuer, any security holder of the issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Horowitz Joshua
C/O PALM MANAGEMENT (US) LLC
19 WEST ELM STREET
GREENWICH, CT 06830 | X |
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Palm Management (US) LLC
C/O PALM MANAGEMENT (US) LLC
19 WEST ELM STREET
GREENWICH, CT 06830 | X |
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Palm Global Small Cap Master Fund LP
C/O PALM MANAGEMENT (US) LLC
19 WEST ELM STREET
GREENWICH, CT 06830 | X |
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Palmer Bradley C
C/O PALM MANAGEMENT (US) LLC
19 WEST ELM STREET
GREENWICH, CT 06830 | X |
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Signatures
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| /s/ Joshua S. Horowitz | | 8/23/2021 |
| **Signature of Reporting Person | Date |
| PALM MANAGEMENT (US) LLC, /s/ Joshua S. Horowitz, Portfolio Manager | | 8/23/2021 |
| **Signature of Reporting Person | Date |
| PALM GLOBAL SMALL CAP MASTER FUND LP, by Palm Global Small Cap Fund GP, Ltd., its general partner, /s/ Joshua S. Horowitz, Director | | 8/23/2021 |
| **Signature of Reporting Person | Date |
| /s/ Bradley C. Palmer | | 8/23/2021 |
| **Signature of Reporting Person | Date |
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