Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Barreto Rodney

(Last)

(First)

(Middle)

C/O NEXTPLAT CORP

3250 MARY ST., SUITE 410

(Street)

COCONUT GROVE

33133

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Progressive Care Inc. [ RXMD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2023

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/01/2023		X		228,240	A	$2.2	1,572,356⁽⁸⁾	I	By RLB Market Investments LLC⁽⁷⁾
Common Stock	07/01/2023		S⁽¹⁾		112,838	D	$4.45	1,459,518⁽⁸⁾	I	By RLB Market Investments LLC⁽⁷⁾
Common Stock	07/01/2023		X		30,000	A	$2.2	1,489,518⁽⁸⁾	I	By RLB Market Investments LLC⁽⁷⁾
Common Stock	07/01/2023		S⁽²⁾		14,831	D	$2.2	1,474,687⁽⁸⁾	I	By RLB Market Investments LLC⁽⁷⁾
Common Stock	07/01/2023		X		455,000	A	$2.2	1,929,687⁽⁸⁾	I	By NextPlat Corp⁽⁶⁾
Common Stock	07/01/2023		S⁽³⁾		224,944	D	$4.45	1,704,743⁽⁸⁾	I	By NextPlat Corp⁽⁶⁾
Common Stock	07/01/2023		X		340,599	A	$2.2	2,045,342⁽⁸⁾	I	By NextPlat Corp⁽⁶⁾
Common Stock	07/01/2023		S⁽⁴⁾		168,386	D	$4.45	1,876,956⁽⁸⁾	I	By NextPlat Corp⁽⁶⁾
Common Stock	07/01/2023		X⁽⁵⁾		230,000	A	$2.2	2,106,956⁽⁸⁾	I	By NextPlat Corp⁽⁶⁾

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock Warrants	$2.2	07/01/2023		X		228,240		05/09/2023	05/09/2028	Common Stock	228,240	$0	0	I	By RLB Market Investments LLC⁽⁷⁾
Common Stock Warrants	$2.2	07/01/2023		X		30,000		05/09/2023	05/09/2026	Common Stock	30,000	$0	0	I	By RLB Market Investments LLC⁽⁷⁾
Common Stock Warrants	$2.2	07/01/2023		X		455,000		05/09/2023	05/09/2026	Common Stock	455,000	$0	0	I	By NextPlat Corp⁽⁶⁾
Common Stock Warrants	$2.2	07/01/2023		X		340,599		05/09/2023	05/09/2026	Common Stock	340,599	$0	0	I	By NextPlat Corp⁽⁶⁾
Common Stock Warrants	$2.2	07/01/2023		X		230,000		05/09/2023	05/09/2028	Common Stock	230,000	$0	0	I	By NextPlat Corp⁽⁶⁾

Explanation of Responses:

1. On July 1, 2023, RLB Market Investments LLC exercised a Conversion Warrant to purchase 228,240 shares of RXMD common stock for $2.20 a share. RLB Market Investments LLC paid the exercise price on a cashless basis, resulting in RXMD's withholding of 112,838 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 115,402 shares.

2. On July 1, 2023, RLB Market Investments LLC exercised an Inducement Warrant to purchase 30,000 shares of RXMD common stock for $2.20 a share. The Reporting Person paid the exercise price on a cashless basis, resulting in RXMD's withholding of 14,831 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 15,169 shares.

3. On July 1, 2023, NextPlat Corp exercised a Warrant to purchase 455,000 shares of RXMD common stock for $2.20 a share. NextPlat Corp paid the exercise price on a cashless basis, resulting in RXMD's withholding of 224,944 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 230,056 shares.

4. On July 1, 2023, NextPlat Corp exercised a Conversion Warrant to purchase 340,599 shares of RXMD common stock for $2.20 a share. NextPlat Corp paid the exercise price on a cashless basis, resulting in RXMD's withholding of 168,386 of the warrant shares to pay the exercise price and issuing to the reporting person the remaining 172,213 shares.

5. On July 1, 2023, NextPlat Corp, exercised a Conversion Warrant to purchase 230,000 shares of RXMD common stock for $2.20 per share. NextPlat Corp paid the exercise price on a cash basis.

6. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

7. The Reporting Person is the president of RLB Market Investments LLC.

8. Includes 33,261 shares of common stock directly held by the Reporting Person; 1,071,251 shares of common stock held indirectly by NextPlat Corp., of which the Reporting Person is a director; and 239,604 shares of common stock held indirectly by RLB Market Investments LLC, of which the Reporting person is the president.

	/s/ Rodney Barreto	10/20/2023
	** 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 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).
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 Number.