Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 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 *
Struve Clayton A
  2. Issuer Name and Ticker or Trading Symbol
PRESSURE BIOSCIENCES INC [pbio]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
175 W JACKSON BLVD, SUITE 440
3. Date of Earliest Transaction (Month/Day/Year)
12/28/2012
(Street)

CHICAGO, IL 60604
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 12/28/2012   J(1)   1,000,000 (1) D (2) 228,600 (3) D  

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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
Series H Convertible Preferred (4) 12/28/2012   J(1)   10,000     (5)   (5) common stock 1,000,000 (1) (2) 10,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Struve Clayton A
175 W JACKSON BLVD
SUITE 440
CHICAGO, IL 60604
    X    
CSS LLC/IL
175 WEST JACKSON BLVD
SUITE 440
CHICAGO, IL 60604
      indirect owner (a)

Signatures

 Clayton A Struve   01/02/2013
**Signature of Reporting Person Date

 mitchell r bialek   01/02/2013
**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) Reporting Person has exchanged shares of common stock for Series H Convertible Preferred at a conversion ratio of one (1) preferred share to 100 common shares. Reporting Person has exchanged 1, 000,000 common shares for 10,000 Series H Convertible Preferred. This is a non-cash transaction. The Series H Convertible Preferred contains a limitation on conversion which prevents the Reporting Person from converting any Series H Convertible Preferred if, after giving effect to the conversion, the Reporting Person would beneficially own more than 4.99% of the outstanding shares of Common Stock. The Reporting Person may elect to increase this limitation to 9.99%, 14.99% or 19.99%, upon not less than 61 days prior written notice to the Company. The Reporting Person disclaims beneficial ownership of such securities except to the extent of the Reporting Person's pecuniary interest in such securities.
(2) Reporting Person paid $0.8025 per share for common stock, since this is was a non-cash exchange of common stock for the Series H Convertible Preferred the reported price was the closing price of Company's common stock on the date of the exchange - $0.24. The Series H Convertible Preferred is convertible to common stock at a conversion price of $0.8025/share
(3) 51,665 directly and 176,935 indirectly through css, llc
(4) Conversion ratio of one (1) series H preferred share to 100 common shares, based on conversion price at $0.8025/share.
(5) The Series H Convertible Preferred contain a limitation on conversion which prevents the Reporting Person from converting any Series H Convertible Preferred if, after giving effect to the conversion, the Reporting Person would beneficially own more than 4.99% of the outstanding shares of Common Stock. The Reporting Person may elect to increase this limitation to 9.99%, 14.99% or 19.99%, upon not less than 61 days prior written notice to the Company
 
Remarks:
(a) Reporting Person, Clayton A Struve, is a member manager of CSS, LLC and has an indirect beneficial ownership of shares held in the name of CSS, LLC.  CSS, LLC disclaims any beneficial ownership (direct or indirect) of shares held directly by Reporting Person, Clayton A. Struve.

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