SANUWAVE Health Inc.

12/10/2025 | Press release | Distributed by Public on 12/10/2025 20:21

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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 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 *
MANCHESTER MANAGEMENT CO LLC
2. Issuer Name and Ticker or Trading Symbol
SANUWAVE Health, Inc. [SNWV]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) __X__ Other (specify below)
Director by Deputization
(Last) (First) (Middle)
2 CALLE CANDINA, #1701
3. Date of Earliest Transaction (Month/Day/Year)
12/08/2025
(Street)
SAN JUAN, PR 00907
4. If Amendment, Date 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
(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, par value $0.001 12/08/2025 S 125,400 D $30.75 881,390 I See footnote(1)
Common Stock, par value $0.001 12/09/2025 S 8,785 D $30.5838(2) 872,605 I See footnote(1)
Common Stock, par value $0.001 12/10/2025 S 8,625 D $30.3918(3) 863,980 I See footnote(1)
Common Stock, par value $0.001 12/08/2025 S 2,000 D $31.6017(5) 2,000 D(4)
Common Stock, par value $0.001 83,999 I See footnote(6)
Common Stock, par value $0.001 52,653 D(7)
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MANCHESTER MANAGEMENT CO LLC
2 CALLE CANDINA, #1701
SAN JUAN, PR 00907
Director by Deputization
Manchester Explorer, L.P.
2 CALLE CANDINA, #1701
SAN JUAN, PR 00907
Director by Deputization
MANCHESTER MANAGEMENT PR, LLC
2 CALLE CANDINA, #1701
SAN JUAN, PR 00907
Director by Deputization
FRANK MORGAN C.
2 CALLE CANDINA, #1701
SAN JUAN, PR 00907
X Director by Deputization
BESSER JAMES E
2 CALLE CANDINA, #1701
SAN JUAN, PR 00907
Director by Deputization

Signatures

Manchester Management Company, LLC, By: /s/ James E. Besser, Managing Member 12/10/2025
**Signature of Reporting Person Date
Manchester Explorer, L.P., By: /s/ James E. Besser, Managing Member of the General Partner 12/10/2025
**Signature of Reporting Person Date
Manchester Management PR, LLC, By: /s/ James E. Besser, Managing Member 12/10/2025
**Signature of Reporting Person Date
Morgan C. Frank, By: /s/ Morgan C. Frank 12/10/2025
**Signature of Reporting Person Date
James E. Besser, By: /s/ James E. Besser 12/10/2025
**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) The reported securities are owned directly by Manchester Explorer, L.P. ("Explorer") and may be deemed to be indirectly beneficially owned by (i) Manchester Management Company, LLC ("Manchester Management"), the general partner of Explorer, (ii) Manchester Management PR, LLC ("Manchester PR"), the investment adviser to Manchester Management, (iii) James E. Besser, the managing member of Manchester Management and Manchester PR, and (iv) Morgan Frank, who serves as a portfolio manager and as a consultant for Explorer. The Reporting Persons disclaim beneficial ownership of the reported securities 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 owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(2) The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $30.00 to $31.71. 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 bought at each separate price within the range set forth in this footnote.
(3) The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $30.01 to $30.90. 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 bought at each separate price within the range set forth in this footnote.
(4) The reported securities are directly owned by James E. Besser in his personal capacity.
(5) The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions within the range of $29.88 to $33.50. 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 bought at each separate price within the range set forth in this footnote.
(6) The reported securities are owned directly by JEB Partners, L.P. ("JEB Partners") and may be deemed to be indirectly beneficially owned by (i) Manchester Management, the general partner of JEB Partners, (ii) Manchester PR, the investment adviser to Manchester Management, and (iii) James E. Besser, the managing member of Manchester Management and Manchester PR. The Reporting Persons disclaim beneficial ownership of the reported securities 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 owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(7) The reported securities and warrants are directly owned by Morgan C. Frank in his personal capacity.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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