Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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^*

Tammenoms Bakker Juliet

(Last)

(First)

(Middle)

C/O RXSIGHT, INC.

100 COLUMBIA

(Street)

ALISO VIEJO

92656

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
RxSight, Inc. [ RXST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/28/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/28/2023		S		145,068	D	$29.6208⁽¹⁾	349,245	I	See footnote⁽²⁾
Common Stock	11/29/2023		S		349,245	D	$29.7747⁽³⁾	0	I	See footnote⁽²⁾
Common Stock	11/30/2023		J⁽⁴⁾		445,400	D	$0.00	0	I	See footnote⁽⁵⁾
Common Stock	11/30/2023		J⁽⁶⁾		693	A	$0.00	1,548	I	See footnote⁽⁷⁾
Common Stock	11/30/2023		J⁽⁶⁾		1,617	A	$0.00	21,840	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.37 to $30.1356, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the ranges set forth in this footnote 1 to this Form 4.

2. These securities are held directly by Longitude Venture Partners II, L.P. ("LVP II"). Longitude Capital Partners II, LLC ("LCP II"), the general partner of LVP II, may be deemed to have voting, investment and dispositive power with respect to such securities. The Reporting Person, a member of the Issuer's board of directors, and Patrick G. Enright are the managing members of LCP II and may be deemed to share voting, investment and dispositive power over such securities. Each of LVP II, LCP II, Mr. Enright and the Reporting Person disclaim beneficial ownership over such securities except to the extent of their respective pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $29.45 to $30.06, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of securities sold at each separate price within the ranges set forth in this footnote 3 to this Form 4.

4. Represents a pro rata distribution, and not a purchase or sale, without additional consideration by Longitude Prime Fund, L.P. ("LPF") to its limited partners and Longitude Prime Partners, LLC ("LPP"), the general partner of LPF.

5. The securities are held directly by LPF. LPP, the general partner of LPF, may be deemed to have voting, investment and dispositive power with respect to such securities. The Reporting Person, a member of the Issuer's board of directors, and Mr. Enright are the managing members of LPP and may be deemed to share voting, investment and dispositive power over such securities. Each of LPF, LPP, Mr. Enright and the Reporting Person disclaim beneficial ownership of such securities except to the extent of their respective pecuniary interests therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

6. Represents a pro rata distribution, and not a purchase or sale, without additional consideration by LPP to its members.

7. These securities are held by a trust. The Reporting Person, a member of the Issuer's board of directors, is the Investment Trustee of such trust and may be deemed to share voting, investment and dispositive power with respect to such securities. The Reporting Person disclaims beneficial ownership over such securities except to the extent of her pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

	/s/ Cristiana Blauth Oliveira as Attorney-in-fact for Juliet Tammenoms Bakker	11/30/2023
	** 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).
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