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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Desai Arjun JJ

(Last)

(First)

(Middle)

6272 W. 91ST AVENUE

(Street)

WESTMINSTER

80031

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TriSalus Life Sciences, Inc. [ TLSI ]

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)
07/01/2024

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	07/01/2024		A		74,000	A	⁽¹⁾⁽²⁾	277,127	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)
Redeemable Warrants	⁽³⁾	07/01/2024		D			246,667	12/17/2020	⁽⁴⁾	Common Stock	246,667	⁽¹⁾⁽²⁾	0	D

Explanation of Responses:

1. As previously disclosed, on May 24, 2024, TriSalus Life Sciences, Inc. (the "Issuer"), announced the commencement of its offer (the "Issuer Tender Offer") to all holders of each class of certain outstanding warrants (the "Warrants"), consisting of (a) the Issuer's publicly-traded Warrants currently listed on the Nasdaq Global Market under the symbol "TLSIW", (b) certain Warrants issued in a private placement transaction occurring simultaneously with the closing of the initial public offering of the Issuer and (c) certain Warrants issued for working capital requirements and payment of certain expenses of the Issuer, each identified in the Prospectus/Offer to Exchange that forms a part of the Issuer's Registration Statement on Form S-4 (Registration No. 333- 279691), filed with the Securities and Exchange Commission on May 24, 2024, to receive 0.3 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock"), [continued on footnote 2]

2. [continued from footnote 1] in exchange for each Warrant tendered by the holder and exchanged pursuant to the Issuer Tender Offer. Pursuant to the Issuer Tender Offer, the Reporting Person tendered 246,667 Warrants in exchange for 74,000 shares of Common Stock.

3. Represents Warrants received as a pro rata distribution for no consideration from MedTech Acquisition Sponsor LLC ("Sponsor") in accordance with the terms of the Sponsor's limited liability company agreement.

4. The Warrants expire on August 9, 2028, or earlier upon redemption or liquidation.

	/s/ Sean Murphy, Attorney-in-Fact	07/01/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.