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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
BESSER JAMES E

(Last) (First) (Middle)
2 CALLE CANDINA, #1701

(Street)
SAN JUAN PR 00907

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/15/2021
3. Issuer Name and Ticker or Trading Symbol
NEUROONE MEDICAL TECHNOLOGIES Corp [ NMTC ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Common Stock 492,951 D
Common Stock 4,750,000 I See Footnotes(1)(2)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: 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 01/15/2021 01/15/2026 Common Stock 250,000 $1.75 D
Warrant 01/15/2021 01/15/2026 Common Stock 4,750,000 $1.75 I See Footnotes(1)(2)
1. Name and Address of Reporting Person*
BESSER JAMES E

(Last) (First) (Middle)
2 CALLE CANDINA, #1701

(Street)
SAN JUAN PR 00907

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
FRANK MORGAN C.

(Last) (First) (Middle)
2 CALLE CANDINA, #1701

(Street)
SAN JUAN PR 00907

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MANCHESTER MANAGEMENT CO LLC

(Last) (First) (Middle)
2 CALLE CANDINA, #1701

(Street)
SAN JUAN PR 00907

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
MANCHESTER MANAGEMENT PR, LLC

(Last) (First) (Middle)
2 CALLE CANDINA, #1701

(Street)
SAN JUAN PR 00907

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Manchester Explorer, L.P.

(Last) (First) (Middle)
2 CALLE CANDINA, #1701

(Street)
SAN JUAN PR 00907

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The reported securities and warrants are directly owned by Manchester Explorer, L.P. JEB Partners, L.P and by Morgan C. Frank in his personal capacity. The reported securities and warrants are indirectly beneficially owned by Manchester Management PR, LLC and Manchester Management Company, LLC as a result of having investment discretion over Manchester Explorer, L.P. and JEB Partners, L.P. The reported securities and warrants may also be deemed to be indirectly beneficially owned by James E. Besser, as the Managing Member of Manchester Management PR, LLC and Manchester Management Company, LLC and by Morgan C. Frank, who serves as a portfolio manager and as a consultant for Manchester Management Company, LLC.
2. The Reporting Persons disclaim beneficial ownership of the reported securities and warrants except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of the securities and warrants for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
/s/ James E. Besser 01/21/2021
/s/ Morgan C. Frank 01/21/2021
Manchester Management Company, LLC, By: /s/ James E. Besser, Managing Member 01/21/2021
Manchester Management PR, LLC, By: /s/ James E. Besser, Managing Member 01/21/2021
Manchester Explorer, L.P., By: /s/ James E. Besser, Managing Member of the General Partner 01/21/2021
** 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).
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