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 *

GARDINER SANDRA A.
2. Issuer Name and Ticker or Trading Symbol

Pulse Biosciences, Inc. [ PLSE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
CFO & EVP Admin. and Finance
(Last)          (First)          (Middle)

3957 POINT EDEN WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

11/18/2019
(Street)

HAYWARD, CA 94545
(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 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
Stock Option (right to buy) $13.94 11/18/2019  A   103842    11/18/2020 (1)11/18/2029 Common Stock 103842 $0.00 103842 D  
Stock Option (right to buy) $13.94 11/18/2019  A   V 103842     (2)11/18/2029 Common Stock 103842 $0.00 103842 D  

Explanation of Responses:
(1) The shares subject to the option will vest in equal annual installments over the following four years on the anniversary of the grant date, subject to the Reporting Person's continued service through each vesting date.
(2) The shares subject to the option shall vest based upon the achievement of performance objectives, with vesting targets set no less than one-fourth (1/4) vesting per year upon achievement of said objectives established by the Compensation Committee of the Issuer, subject to the Reporting Person's continued service through each vesting date. If performance objectives are not set by the Compensation Committee, the shares subject to the option will vest in equal annual installments over the following four years on the anniversary of the grant date, subject to the Reporting Person's continued service through each vesting date.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GARDINER SANDRA A.
3957 POINT EDEN WAY
HAYWARD, CA 94545


CFO & EVP Admin. and Finance

Signatures
/s/ Darrin R. Uecker, as Attorney-in-Fact11/19/2019
**Signature of Reporting PersonDate

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