Form 3 AeroClean Technologies, For: Nov 23 Filed by: PELL LEWIS C

November 23, 2021 6:48 PM EST

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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 *
PELL LEWIS C

(Last) (First) (Middle)
C/O AEROCLEAN TECHNOLOGIES, INC.
10455 RIVERSIDE DRIVE

(Street)
PALM BEACH GARDENS FL 33410

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/23/2021
3. Issuer Name and Ticker or Trading Symbol
AeroClean Technologies, Inc. [ AERC ]
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)
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)
Common stock 1,569,060
D
 
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
Explanation of Responses:
Remarks:
Exhibit 24 - Power of Attorney
/s/ Ryan Tyler, attorney-in-fact for Mr. Pell 11/23/2021
** 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 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.
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Exhibit 24

 

POWER OF ATTORNEY

 

November 19, 2021

 

Know all by these present that the undersigned hereby constitutes and appoints each of Jason DiBona, Ryan Tyler, Ryan Patch, Brian Lewis and Amy Fisher, or any of them signing singly, as the undersigned’s true and lawful attorney-in-fact to:

 

(1)execute for and on behalf of the undersigned, in the undersigned’s capacity as a 5% shareholder of AeroClean Technologies, Inc. (the “Company”), Forms 3, 4 and 5 (including amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder, Schedules 13D and 13G (including amendments thereto) in accordance with Section 13(d) and 13(g) of the Exchange Act, and the rules thereunder, and Form 144 (including amendments thereto) in accordance with Rule 144 of the Securities Act of 1933, as amended (the “Securities Act”);
   
(2)do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such Form 3, 4, 5, 144 or Schedule 13D or 13G (including amendments thereto) and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
   
(3)take any other action of any type whatsoever in connection with the foregoing that, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of or legally required by the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.
   

The undersigned hereby grants to the attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all the acts such attorney-in-fact shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Sections 13 and 16 of the Exchange Act and Rule 144 of the Securities Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5, 144 or Schedules 13D or 13G with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. This Power of Attorney revokes all currently existing powers of attorney granted by the undersigned with respect to Forms 3, 4 and 5 under Section 16(a) of the Exchange Act and the rules thereunder, Schedules 13D or 13G under Section 13(d) or 13(g), respectively, of the Exchange Act and the rules thereunder and Form 144 under the Securities Act.

 

 

 

 

In witness whereof, the undersigned has caused this Power of Attorney to be executed as of the date written above.

 

By:   /s/ Lewis C. Pell

  

Name: 

 

 

Lewis C. Pell

 

[Signature Page – Power of Attorney]

 

 

 



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