Edgar Filing: Rimer Mark

Ownership Submission

FORM 4

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Rimer Mark

2. Issuer Name and Ticker or Trading Symbol
Precipio, Inc. [PRPO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O PRECIPIO, INC., 4 SCIENCE PARK

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2017

(Street)

NEW HAVEN, CT 06511

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/10/2017⁽¹⁾		J⁽¹⁾	V⁽¹⁾	124,496	D ⁽¹⁾	⁽¹⁾	0 ⁽¹⁾	I ⁽¹⁾	By: Kuzven Precipio Investor LLC ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction 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
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Offering Warrant to Purchase Common Stock

$ 3 ⁽¹⁾

10/10/2017⁽¹⁾

J⁽¹⁾

V⁽¹⁾

124,496 ⁽¹⁾

08/28/2017

08/28/2022

Common Stock

124,496

$ 0

0 ⁽¹⁾

I ⁽¹⁾

By: Kuzven Precipio Investor LLC ⁽¹⁾

Warrant to Purchase Common Stock

$ 7 ⁽¹⁾

10/10/2017⁽¹⁾

J⁽¹⁾

V⁽¹⁾

91,420 ⁽¹⁾ ⁽²⁾

06/29/2017⁽²⁾

06/29/2022

Common Stock

91,420 ⁽²⁾

$ 0

0 ⁽¹⁾

I ⁽¹⁾

By: Kuzven Precipio Investor LLC ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Rimer Mark C/O PRECIPIO, INC. 4 SCIENCE PARK NEW HAVEN, CT 06511	X	X

Signatures

/s/ Mark Rimer		10/13/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Effective October 10, 2017, the Reporting Person no longer serves as a managing member of Kuzven Precipio Investor LLC ("Kuzven"), no longer has any voting or dispositive power over any securities held by Kuzven, and no longer beneficially owns any securities held by Kuzven. This report is filed solely to reflect this change in beneficial ownership. No transaction is being reported at this time.
(2)	The Warrant to Purchase Common Stock is exercisable as to 22,857 shares of Common Stock of the Issuer upon grant and as to 68,572 shares of Common Stock of the Issuer upon Kuzven's performance of certain obligations as set forth in the Warrant to Purchase Common Stock.

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