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 *

ANDREEFF DANE
2. Issuer Name and Ticker or Trading Symbol

HELIUS MEDICAL TECHNOLOGIES, INC. [ HSDT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Interim President and CEO
(Last)          (First)          (Middle)

C/O HELIUS MEDICAL TECHNOLOGIES INC., 642 NEWTOWN YARDLEY ROAD SUITE 100
3. Date of Earliest Transaction (MM/DD/YYYY)

2/1/2021
(Street)

NEWTOWN, PA 18940
(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 2/1/2021  A  6468 A$14.81 47054 I See footnote (1)
Common Stock 2/1/2021  A  2900 A$14.81 11498 I See footnote (2)
Common Stock 2/1/2021  A  5700 A$14.81 29009 I See footnote (3)
Common Stock 2/1/2021  A  1800 A$14.81 3484 I See footnote (4)
Common Stock         571 D  

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 Security3. Trans. Date3A. Deemed Execution Date, if any4. 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 Date7. 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Warrant (Right to Buy) $16.302 2/1/2021  A   3234     (5)2/1/2026 Common Stock 3234 $0.01 3234 I See footnote (1)
Warrant (Right to Buy) $16.302 2/1/2021  A   1450     (5)2/1/2026 Common Stock 1450 $0.01 1450 I See footnote (2)
Warrant (Right to Buy) $16.302 2/1/2021  A   2850     (5)2/1/2026 Common Stock 2850 $0.01 2850 I See footnote (3)
Warrant (Right to Buy) $16.302 2/1/2021  A   900     (5)2/1/2026 Common Stock 900 $0.01 900 I See footnote (4)

Explanation of Responses:
(1) The shares and warrants are held by Maple Leaf Partners, L.P. ("MLP"). The reporting person is the managing member of Maple Leaf Capital I, LLC ("Maple Leaf Capital"), the general partner of MLP and as such may be deemed to beneficially own the securities owned by MLP. The reporting person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.
(2) The shares and warrants are held by Maple Leaf Partners I, L.P. ("MLP I"). The reporting person is the managing member of Maple Leaf Capital, the general partner of MLP I and as such may be deemed to beneficially own the securities held by MLP I. The reporting person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.
(3) The shares and warrants are held by Maple Leaf Discovery I, L.P. ("MLD I"). The reporting person is the managing member of Maple Leaf Capital, the general partner of MLD I and as such may be deemed to beneficially own the securities held by MLD I. The reporting person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.
(4) The shares and warrants are held by Maple Leaf Offshore Ltd. ("MLO"). The reporting person is the president of the managing member of Andreeff Equity Advisors, L.L.C., the investment manager of MLO and as such may be deemed to beneficially own the securities held by MLO. The reporting person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.
(5) Immediately exercisable.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ANDREEFF DANE
C/O HELIUS MEDICAL TECHNOLOGIES INC.
642 NEWTOWN YARDLEY ROAD SUITE 100
NEWTOWN, PA 18940
X
Interim President and CEO

Signatures
/s/ Dane C. Andreeff2/3/2021
**Signature of Reporting PersonDate

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