Statement of Changes in Beneficial Ownership (4)
February 07 2022 - 05:21PM
Edgar (US Regulatory)
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
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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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
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|
| 1. Name
and Address of Reporting Person * Shameze Rampertab |
2. Issuer Name and Ticker or Trading
Symbol ASENSUS SURGICAL, INC. [ ASXC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
EVP, Chief Financial Officer |
|
(Last)
(First)
(Middle)
C/O ASENSUS SURGICAL, INC., 1 TW ALEXANDER DRIVE, SUITE
160 |
3. Date of Earliest Transaction (MM/DD/YYYY)
2/4/2022
|
|
(Street)
DURHAM, NC 27703
(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 |
2/4/2022 |
|
M |
|
98608 |
A |
$0.00 |
110717 |
D |
|
|
Common Stock |
2/4/2022 |
|
F(1) |
|
26711 |
D |
$0.80 |
84006 |
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
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 |
|
Stock Options |
$0.80 |
2/4/2022 |
|
A |
|
222500 |
|
(2) |
2/4/2029 |
Common Stock |
222500 |
$0.00 |
222500 |
D |
|
|
Restricted Stock Units (3) |
$0.00 |
2/4/2022 |
|
A |
|
187250 |
|
(4) |
(4) |
Common Stock |
187250 |
$0.00 |
187250 |
D |
|
|
Restricted Stock Units (5) |
$0.00 |
2/4/2022 |
|
A |
|
187250 |
|
(6) |
(6) |
Common Stock |
187250 |
$0.00 |
187250 |
D |
|
|
Restricted Stock Units (3) |
$0.00 |
2/4/2022 |
|
A |
|
84270 |
|
(7) |
(7) |
Common Stock |
84270 |
$0.00 |
84270 |
D |
|
|
Restricted Stock Units (3) |
$0.00 |
2/4/2022 |
|
M |
|
|
19704 |
(8) |
(8) |
Common Stock |
19704 |
$0.00 |
39408 |
D |
|
|
Restricted Stock Units (5) |
$0.00 |
2/4/2022 |
|
M |
|
|
19704 |
(9) |
(9) |
Common Stock |
19704 |
$0.00 |
39408 |
D |
|
|
Restricted Stock Units (3) |
$0.00 |
2/4/2022 |
|
M |
|
|
59200 |
(10) |
(10) |
Common Stock |
59200 |
$0.00 |
0 |
D |
|
| Explanation of
Responses: |
| (1) |
This transaction represents
the payment of a tax liability on the lapse of forfeiture
restrictions on a derivative security and acquisition of the
underlying shares. |
| (2) |
Vests one-third annually on
each of February 4, 2023, 2024 and 2025, subject to acceleration as
set forth in the Registrant's Amended and Restated Incentive
Compensation Plan ("Plan") and the Reporting Person's Employment
Agreement with the Registrant ("Employment Agreement"). |
| (3) |
Each restricted stock unit
("RSU") represents the right to receive one share of the
Registrant's common stock. |
| (4) |
Forfeiture restrictions will
lapse on the RSUs in three equal installments on each of February
4, 2023, 2024 and 2025, as long as the Reporting Person remains in
continuous service during the vesting period, subject to
acceleration as set forth in the Plan and the Employment
Agreement. |
| (5) |
Each performance-based
restricted stock unit ("PRSU") represents the right to receive one
share of the Registrant's common stock. |
| (6) |
PRSU award with time-based
vesting in three equal installments on each of February 4, 2023,
2024 and 2025, and performance-based vesting only if designated
corporate goals are met. |
| (7) |
Represents a discretionary
retention bonus. Forfeiture restrictions will lapse on the RSUs on
February 4, 2023, as long as the Reporting Person remains in
continuous service during the vesting period. |
| (8) |
Lapse of forfeiture on
one-third of an award of RSUs from this grant made on February 8,
2021. Forfeiture restrictions will lapse on the remaining RSUs in
two equal installments on February 4, 2023 and 2024, as long as the
Reporting Person remains in continuous service during the vesting
period, subject to acceleration as set forth in the Registrant's
Plan and the Reporting Person's Employment Agreement. |
| (9) |
Lapse of forfeiture
restrictions on one-third of a PRSU award granted on February 8,
2021, upon the achievement of time and performance goals.
Forfeiture restrictions will lapse on the remaining PRSUs in two
equal installments on each of February 4, 2023 and 2024, as long as
the Reporting Person provides continuous service during the vesting
period, subject to acceleration as set forth in the Registrant's
Plan and the Reporting Person's Employment Agreement. |
| (10) |
Lapse of forfeiture
restrictions on a discretionary retention award made on February 8,
2021. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Shameze Rampertab
C/O ASENSUS SURGICAL, INC.
1 TW ALEXANDER DRIVE, SUITE 160
DURHAM, NC 27703 |
|
|
EVP, Chief Financial Officer |
|
Signatures
|
|
/s/ Joshua Weingard, as attorney-in-fact for
Shameze Rampertab |
|
2/7/2022 |
| **Signature of Reporting
Person |
Date |
Asensus Surgical (AMEX:ASXC)
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