Statement of Changes in Beneficial Ownership (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).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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3235-0287

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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 * GARNICK ROBERT L	2. Issuer Name and Ticker or Trading Symbol Mosaic ImmunoEngineering Inc. [ CPMV ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director                    _____ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 1537 SOUTH NOVATO BLVD., #5	3. Date of Earliest Transaction (MM/DD/YYYY) 5/7/2021
(Street) NOVATO, CA 94947 (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

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
Convertible Note (1)	(2)(3)	5/7/2021		J		$100000		(1)(2)(3)	(1)	See Footnotes (1)(2)(3)	(2)(3)	$100000	$100000 (2)(3)	D

Explanation of Responses:
(1)	The Convertible Notes were issued on May 7, 2021 in exchange of $100,000 in proceeds to the Company; have no stated maturity date or expiration date; bear interest at a simple rate equal to eight percent (8.0%) per annum until converted; and automatically convert into the same equity securities offered in the Qualified Financing (see footnote 2 and 3) or at the option of the holder into the same equity securities offered in a Smaller Financing (see footnote 2 and 3).
(2)	Upon a Qualified Financing or Smaller Financing (see footnote 3), the conversion price shall be equal to the lower of (i) the product equal to 80% times the lowest per unit purchase price of the equity securities issued for cash in the Qualified Financing or Smaller Financing (representing a 20% discount), or (ii) $2.377, representing $21 million divided by the number of fully diluted shares of Common Stock outstanding, including common stock reversed for issuance under the Company's Series B Convertible Voting Preferred Stock and the Company's 2020 Equity Incentive Plan as of the issuance date.
(3)	A Qualified Financing represents a single transaction or series or transactions whereby the Company receives aggregate gross proceeds of at least $5 million from the sale of equity securities following the issuance date of the Convertible Note (excluding proceeds from the issuance of any future Convertible Notes). A Smaller Financing represents any sale of equity securities whereby the aggregate gross proceeds are less than $5 million (excluding proceeds from the issuance of any future Convertible Notes).

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GARNICK ROBERT L 1537 SOUTH NOVATO BLVD., #5 NOVATO, CA 94947	X

Signatures
/s/ Paul Lytle, as attorney-in-fact for Robert Garnick		5/10/2021
**Signature of Reporting Person		Date