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*
POSNER BRIAN M

(Last) (First) (Middle)
150 ALLEN ROAD, SUITE 201

(Street)
BASKING RIDGE NJ 07920

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2019
3. Issuer Name and Ticker or Trading Symbol
electroCore, Inc. [ ECOR ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Financial Officer
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)
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
Stock Option 03/11/2020(1) 03/11/2029 Common Stock 105,000 8.06 D
Explanation of Responses:
1. On April 1, 2019, the Reporting Person assumed the role of Chief Financial Officer of the Company. Pursuant to the Agreement by and between the Reporting Person and the Issuer dated as of January 30, 2019, the Reporting Person received a one-time grant of a stock option to purchase 105,000 shares of the Company's Common Stock, with 25% of the options vesting on March 11, 2020 and the balance vesting in equal quarterly installments over the succeeding three year period, subject to the Reporting Person's employment by the Issuer on the applicable vesting date.
Remarks:
/s/ Brian Posner 04/02/2019
** 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 Number.
                               POWER OF ATTORNEY
       FOR SEC FILINGS ON FORMS ID, 3, 4, 5, 144, SCHEDULES 13D and 13G
                          IN RESPECT OF SECURITIES OF
                               ELECTROCORE, INC.

     The undersigned hereby constitutes and appoints each of John Cleary, Ira
Kotel, Brian Lee and Chris Errico as his true and lawful attorneys-in-fact and
agents, each with full power of substitution and resubstitution for him in his
name and stead in any and all capacities, to sign and file for and on his
behalf, in respect of any acquisition, disposition or other change in ownership
of any Common Stock or derivative securities thereof of electroCore, Inc. (the
"Company"), the following:

     (i)     any Form ID to be filed with the Securities and Exchange Commission
             (the "SEC");

     (ii)    any Initial Statement of Beneficial Ownership of Securities on Form
             3 to be filed with the SEC;

     (iii)   any Statement of Changes of Beneficial Ownership of Securities on
             Form 4 to be filed with the SEC;

     (iv)    any Annual Statement of Beneficial Ownership of Securities on Form
             5 to be filed with the SEC;

     (v)     any Notice of Proposed Sale of Securities on Form 144 to be filed
             with the SEC

     (vi)    and any other forms or reports the undersigned may be required to
             file in connection with the undersigned's ownership, acquisition or
             disposition of securities of
 the Company, including Schedules 13G
             and 13D; and

     (vii)   any and all agreements, certificates, receipts, or other documents
             in connection therewith. The undersigned hereby gives full power
             and authority to each attorney-in-fact to seek and obtain as the
             undersigned's representative and on the undersigned's behalf,
             information on transactions in the Company's securities from any
             third party, including brokers, employee benefit plan
             administrators and trustees, and the undersigned hereby authorizes
             any such person to release such information to the undersigned and
             approves and ratifies any such release of information. The
             undersigned hereby grants unto each attorney-in-fact and agent full
             power and authority to do and perform each and every act and thing
             requisite and necessary in connection with such matters and hereby
             ratifies and confirms all that any such attorney-in-fact and agent
             or substitute may do or cause to be done by virtue hereof. The
             undersigned acknowledges that:


            (i)	 neither the Company nor any of such attorney-in-fact assumes
                 (i) any liability for the undersigned's responsibility to
                 comply with the requirement of the Securities Exchange Act of
                 1934, as amended (the "Exchange Act"), (ii) any liability of
                 the undersigned for any failure to comply with such
                 requirements or (iii) any obligation or liability of the
                 undersigned for profit disgorgement under Section 16(b) of the
                 Exchange Act; and

            (ii) this Power of Attorney does not relieve the undersigned from
                 responsibility for compliance with the undersigned's
                 obligations under the Exchange Act, including without
                 limitation the reporting requirements under Section 16 of the
                 Exchange Act. This Power of Attorney shall remain in full
                 force and effect until revoked by the undersigned in a signed
                 writing delivered to such attorney-in-fact.

                            [Signature Page Follows]


IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney.



Date:  April 2, 2019                /s/ Brian Posner
                                    -------------------------
                                    Brian Posner