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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Rimer Mark 		2. Issuer Name and Ticker or Trading Symbol

Precipio, Inc. [ PRPO ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O PRECIPIO, INC., 4 SCIENCE PARK 		3. Date of Earliest Transaction (MM/DD/YYYY)

8/28/2017
(Street)

NEW HAVEN, CT 06511
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   8/28/2017     C (1)    177128   A $0.00   601398   I   By Chenies Investor LLC   (3)
Common Stock   8/28/2017     C (2)    59858   A $0.00   340913   I   By Chenies Management LLC   (4)
Common Stock   9/8/2017     C (5)    85476   (5) A $0.00   686874   I   By Chenies Investor LLC   (3)
Common Stock   9/8/2017     C (6) (7)    124496   A $0.00   124496   I   By: Kuzven Precipio Investor LLC   (8)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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 A Senior Convertible Preferred Stock     (1) 8/28/2017     J   (9)    2299         (1)   (1) Common Stock   2299   $0.00   (9) 177128   I   By Chenies Investor LLC   (3)
Series A Senior Convertible Preferred Stock     (2) 8/28/2017     J   (10)    776         (2)   (2) Common Stock   776   $0.00   (10) 59858   I   By Chenies Management LLC   (4)
Series A Senior Convertible Preferred Stock     (1) 8/28/2017     C         177128      (1)   (1) Common Stock   177128   $3.7363   0   I   By Chenies Investor LLC   (3)
Series A Senior Convertible Preferred Stock     (2) 8/28/2017     C         59858      (2)   (2) Common Stock   59858   $3.7363   0   I   By Chenies Management LLC   (4)
Warrant to Purchase Common Stock   $10.00   8/28/2017     A   (1)    87414       9/1/2017   9/1/2022   Common Stock   87414   (1) $0.00   (1) 87414   I   By Chenies Investor LLC   (3)
Warrant to Purchase Common Stock   $10.00   8/28/2017     A   (2)    29541       9/1/2017   9/1/2022   Common Stock   29541   (2) $0.00   (2) 29541   I   By: Chenies Management LLC   (4)
8% Convertible Promissory Note   $3.7363   (6) (7) 9/6/2017     J   (6) (7)    83301   (6) (7)        (6) (7)   (6) (7) Common Stock or Series A Senior Convertible Preferred Stock   (6) (7)   (6) (7) $311241.00   83301   (6) (7) I   By: Kuzven Precipio Investor LLC   (8)
8% Convertible Promissory Note   $3.7363   (6) (7) 9/8/2017     C   (6) (7)       83301   (6) (7)     (6) (7)   (6) (7) Common Stock or Series A Senior Convertible Preferred Stock   (6) (7)   (6) (7) $311241.00   0   (6) (7) I   By: Kuzven Precipio Investor LLC   (8)
Offering Warrant to Purchase Common Stock   $10.00   (6) (7) 9/8/2017     A   (6) (7)    124496   (6) (7)      8/28/2017   8/28/2022   Common Stock   124496   (6) (7) $0.00   124496   (6) (7) I   By: Kuzven Precipio Investor LLC   (8)
8% Convertible Promissory Note   $3.7363   (5) 9/8/2017     C   (5)       20073      (5)   (5) Common Stock or Series A Senior Convertible Preferred Stock   (5) 20073   (5) $75000.00   (5) 0   I   By Chenies Investor LLC   (3)
Offering Warrant to Purchase Common Stock   $10.00   9/8/2017     A   (5)    85476       8/28/2017   8/28/2022   Common Stock   85476   $0.00   85476   I   By Chenies Investor LLC   (3)

Explanation of Responses:
(1)  On issuance, each share of Series A Senior Convertible Preferred Stock was convertible into one share of Common Stock of the Issuer at any time and had no expiration date. Pursuant to an Agreement for Conversion of Preferred Stock between Chenies Investor LLC and the Issuer, dated August 28, 2017, Chenies Investor LLC converted 177,128 shares of Series A Convertible Preferred Stock into i) 177,128 shares of Issuer Common Stock and ii) 87,414 Warrants to buy 87,414 shares of Issuer Common Stock.
(2)  On issuance, each share of Series A Senior Convertible Preferred Stock was convertible into one share of Common Stock of the Issuer at any time and had no expiration date. Pursuant to an Agreement for Conversion of Preferred Stock between Chenies Management LLC and the Issuer, dated August 28, 2017, Chenies Management LLC converted 59,858 shares of Series A Convertible Preferred Stock into i) 59,858 shares of Issuer Common Stock and ii) 29,541 Warrants to buy 29,541 shares of Issuer Common Stock.
(3)  The Reporting Person is a managing member of Chenies Investor LLC.
(4)  The Reporting Person is a managing member of Chenies Management LLC.
(5)  The 8% Convertible Promissory Note (the "Chenies Note") was issued to Chenies Investor LLC on June 29, 2017 in the principal amount of $75,000 and was payable upon the earlier to occur of (i) October 1, 2017 or (ii) the closing of a Qualified Offering (as defined in the Chenies Note). Pursuant to a Conversion Agreement between Chenies Investor LLC and the Issuer dated September 8, 2017, the Chenies Note together with accrued interest and the Redemption Amount (as defined in the Chenies Note) was converted into i) 85,476 shares of Issuer Common Stock at a conversion price of $2.50 per share and ii) an Offering Warrant exercisable for 85,476 shares of Issuer Common Stock.
(6)  An 8% Convertible Promissory Note (the "Dominion Note") was issued to Dominion Capital LLC on June 29, 2017 in the principal amount of $800,000 and was payable upon the earlier to occur of (i) October 1, 2017 or (ii) the closing of a Qualified Offering (as defined in the Dominion Note). Dominion Capital LLC exercised a put option (the "Dominion Put") on September 6, 2017 to sell $311,241 of principal of the Dominion Note to Kuzven Precipio Investor LLC (the "Kuzven Note"). The balance of the Dominion Note, together with accrued interest and the Redemption Amount (as defined in the Dominion Note), was repaid by the Issuer to Dominion Capital LLC (the "Issuer's Repayment").
(7)  (Continued from Footnote 6) Kuzven Precipio Investor LLC had a call option on the Dominion Note (the "Kuzven Option") which expired upon the exercise of the Dominion Put and the Issuer's Repayment. Kuzven Precipio Investor LLC received no value for the expiration of the Kuzven Option. Pursuant to a Conversion Agreement between Kuzven Precipio Investor LLC and the Issuer dated September 8, 2017, the Kuzven Note was converted into i) 124,496 shares of Issuer Common Stock at a conversion price of $2.50 per share and ii) an Offering Warrant exercisable for 124,496 shares of Issuer Common Stock.
(8)  The Reporting Person is a managing member of Kuzven Precipio Investor LLC.
(9)  On August 28, 2017, the Issuer issued a Series A Preferred Payment (as defined in the Company's Certificate of Designation of Series A Senior Convertible Preferred Stock) accrued through August 28, 2017. As a result, Chenies Investor LLC received 2,299 shares of Issuer Series A Convertible Preferred Stock and a cash payment of $0.45 in lieu of a fractional share of Issuer Series A Convertible Preferred Stock.
(10)  On August 28, 2017, the Issuer issued a Series A Preferred Payment (as defined in the Company's Certificate of Designation of Series A Senior Convertible Preferred Stock) accrued through August 28, 2017. As a result, Chenies Management LLC received 776 shares of Issuer Series A Convertible Preferred Stock and a cash payment of $3.62 in lieu of a fractional share of Issuer Series A Convertible Preferred Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rimer Mark
C/O PRECIPIO, INC.
4 SCIENCE PARK
NEW HAVEN, CT 06511 		X X


Signatures
/s/ Mark Rimer 9/15/2017
** 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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