FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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
                      

1. Name and Address of Reporting Person *

ANDREEFF DANE

2. Date of Event Requiring Statement (MM/DD/YYYY)
8/4/2017 

3. Issuer Name and Ticker or Trading Symbol

HELIUS MEDICAL TECHNOLOGIES, INC. [HSDT]

(Last)        (First)        (Middle)

C/O HELIUS MEDICAL TECHNOLOGIES INC., 642 NEWTOWN YARDLEY ROAD

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

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

(Street)

NEWTOWN, PA 18940       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Class A Common Stock   1252649   I   See footnote   (1)
Class A Common Stock   274112   I   See footnote   (2)
Class A Common Stock   62132   I   See footnote   (3)
Class A Common Stock   651707   I   See footnote   (4)
Class A Common Stock   100000   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Class A Common Stock     (5) 4/18/2019   Class A Common Stock   284327   $1.18   (6) I   See footnote   (1)
Warrant to Purchase Class A Common Stock     (5) 4/18/2019   Class A Common Stock   65661   $1.18   (6) I   See footnote   (2)
Warrant to Purchase Class A Common Stock     (5) 4/18/2019   Class A Common Stock   22837   $1.18   (6) I   See footnote   (3)
Warrant to Purchase Class A Common Stock     (5) 4/18/2019   Class A Common Stock   160174   $1.18   (6) I   See footnote   (4)

Explanation of Responses:
(1)  The shares and warrants are held by Maple Leaf Partners, L.P. ("MLP"). The reporting person is the managing member of Maple Leaf Capital I, LLC ("Maple Leaf Capital"), the general partner of MLP and as such may be deemed to beneficially own the securities owned by MLP. The reporting person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.
(2)  The shares and warrants are held by Maple Leaf Partners I, L.P. ("MLP I"). The reporting person is the managing member of Maple Leaf Capital, the general partner of MLP I and as such may be deemed to beneficially own the securities held by MLP I. The reporting person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.
(3)  The shares and warrants are held by Maple Leaf Offshore, Ltd. ("MLO"). The reporting person is the president of the managing member of Andreeff Equity Advisors, LLC, the investment manager of MLO and as such may be deemed to beneficially own the securities held by MLO. The reporting person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.
(4)  The shares and warrants are held by Maple Leaf Discovery I, L.P. ("MLD I"). The reporting person is the managing member of Maple Leaf Capital, the general partner of MLD I and as such may be deemed to beneficially own the securities held by MLD I. The reporting person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.
(5)  The warrants may be exercised at any time after the original issue date until the expiration date.
(6)  Translated into U.S. dollars from Canadian dollars based on buying rate from Federal Reserve Bank of USD $1.0000= CAD $1.26675 on August 8, 2017, based on a warrant exercise price of CAD$1.50.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
ANDREEFF DANE
C/O HELIUS MEDICAL TECHNOLOGIES INC.
642 NEWTOWN YARDLEY ROAD
NEWTOWN, PA 18940
X



Signatures
/s/ Dane Andreeff 8/11/2017
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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