James E. Flynn - Jun 16, 2022 Form 4 Insider Report for Acutus Medical, Inc. (AFIB)

Signature
/s/ Jonathan Isler, Attorney-in-Fact
Stock symbol
AFIB
Transactions as of
Jun 16, 2022
Transactions value $
$0
Form type
4
Date filed
6/20/2023, 08:10 PM
Previous filing
Jun 8, 2022
Next filing
Jul 5, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AFIB Common Stock Award $0 +8.4K +208.85% $0.00 12.4K Jun 16, 2022 Through Deerfield Management Company, L.P. F1, F3, F4
transaction AFIB Common Stock Award $0 +8.4K +67.62% $0.00 20.8K Jun 15, 2023 Through Deerfield Management Company, L.P. F2, F3, F4
holding AFIB Common Stock 1.03M Jun 16, 2022 Through Deerfield Partners, L.P. F4, F5
holding AFIB Common Stock 1.62M Jun 16, 2022 Through Deerfield Private Design Fund III, L.P. F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction AFIB Stock Option (Right to Buy) Award $0 +19.6K $0.00 19.6K Jun 16, 2022 Class A Common Stock 19.6K $0.50 Through Deerfield Management Company, L.P. F3, F4, F6
transaction AFIB Stock Option (Right to Buy) Award $0 +19.6K $0.00 19.6K Jun 15, 2023 Class A Common Stock 19.6K $0.83 Through Deerfield Management Company, L.P. F3, F4, F7
holding AFIB Series A Common Stock Equivalent Convertible Preferred Stock 948 Jun 16, 2022 Class A Common Stock 948K Through Deerfield Partners, L.P. F4, F5, F8
holding AFIB Series A Common Stock Equivalent Convertible Preferred Stock 1.82K Jun 16, 2022 Class A Common Stock 1.82M Through Deerfield Private Design Fund III, L.P. F4, F5, F8
holding AFIB Warrant to Purchase Common Stock 1.89M Jun 16, 2022 Class A Common Stock 1.89M $1.11 Through Deerfield Partners, L.P. F4, F5, F9
holding AFIB Warrant to Purchase Common Stock 1.89M Jun 16, 2022 Class A Common Stock 1.89M $1.11 Through Deerfield Private Design Fund III, L.P. F4, F5, F9
holding AFIB Warrant to Purchase Common Stock 210K Jun 16, 2022 Class A Common Stock 210K $16.67 Through Deerfield Private Design Fund III, L.P. F4, F5, F9
holding AFIB Warrant to Purchase Common Stock 193K Jun 16, 2022 Class A Common Stock 193K $0.10 Through Deerfield Private Design Fund III, L.P. F4, F5, F9
holding AFIB Warrant to Purchase Common Stock 31.1K Jun 16, 2022 Class A Common Stock 31.1K $0.10 Through Deerfield Partners, L.P. F4, F5, F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

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).

Explanation of Responses:

Id Content
F1 The reported shares of Common Stock were issued upon settlement of a restricted stock unit ("RSU"), originally granted to Andrew ElBardissi on June 16, 2022. Such RSU vested on June 16, 2023.
F2 The reported shares of Common Stock are issuable upon settlement of a RSU. The RSU is scheduled to vest as to all of the shares of Common Stock subject to the RSU on the first anniversary of the date of grant of such RSU, if on such date Andrew ElBardissi has remained in continuous service as a director.
F3 Andrew ElBardissi, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), serves as a director of the Issuer. The RSU and the option granted to Mr. ElBardissi and reported herein, together with any shares of Common Stock issued to Mr. ElBardissi upon settlement or exercise of any such RSU or option, are held for the benefit, and at the direction, of Deerfield Management.
F4 This Form 4 is being filed by the undersigned as well as the entity listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). James E. Flynn is the sole member of the general partner of Deerfield Management. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
F5 Deerfield Management is the investment manager of Deerfield Partners, L.P. and Deerfield Private Design Fund III, L.P.
F6 The option was granted to Mr. ElBardissi on June 16, 2022 and vested and became exercisable as to all of the shares of Common Stock underlying such option on June 16, 2023.
F7 The option was granted to Mr. ElBardissi on June 15, 2023 and is scheduled to vest and become exercisable as to all of the shares of Common Stock underlying such option on the first anniversary of the date of grant of such option, if on such date the Andrew ElBardissi has remained in continuous service as a director.
F8 Each share of Series A Common Equivalent Preferred Stock is convertible at any time into 1,000 shares of Common Stock, subject to a beneficial ownership limitation. The ability of a holder to convert Series A Common Equivalent Preferred Stock into Common Stock is prohibited to the extent that, upon such conversion, such holder, its affiliates and other persons whose ownership of Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Common Stock then outstanding.
F9 Each warrant is currently exercisable.

Remarks:

Andrew ElBardissi, a partner in Deerfield Management, serves as a director of the Issuer. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 4 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn.