FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TriSalus Life Sciences, Inc. [ TLSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2024 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 07/01/2024 | A | 74,000 | A | (1)(2) | 277,127 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 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: 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 | ||||||||
Redeemable Warrants | (3) | 07/01/2024 | D | 246,667 | 12/17/2020 | (4) | Common Stock | 246,667 | (1)(2) | 0 | D |
Explanation of Responses: |
1. As previously disclosed, on May 24, 2024, TriSalus Life Sciences, Inc. (the "Issuer"), announced the commencement of its offer (the "Issuer Tender Offer") to all holders of each class of certain outstanding warrants (the "Warrants"), consisting of (a) the Issuer's publicly-traded Warrants currently listed on the Nasdaq Global Market under the symbol "TLSIW", (b) certain Warrants issued in a private placement transaction occurring simultaneously with the closing of the initial public offering of the Issuer and (c) certain Warrants issued for working capital requirements and payment of certain expenses of the Issuer, each identified in the Prospectus/Offer to Exchange that forms a part of the Issuer's Registration Statement on Form S-4 (Registration No. 333- 279691), filed with the Securities and Exchange Commission on May 24, 2024, to receive 0.3 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), [continued on footnote 2] |
2. [continued from footnote 1] in exchange for each Warrant tendered by the holder and exchanged pursuant to the Issuer Tender Offer. Pursuant to the Issuer Tender Offer, the Reporting Person tendered 246,667 Warrants in exchange for 74,000 shares of Common Stock. |
3. Represents Warrants received as a pro rata distribution for no consideration from MedTech Acquisition Sponsor LLC ("Sponsor") in accordance with the terms of the Sponsor's limited liability company agreement. |
4. The Warrants expire on August 9, 2028, or earlier upon redemption or liquidation. |
/s/ Sean Murphy, Attorney-in-Fact | 07/01/2024 | |
** 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. | ||
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. |