Tactile Systems Technology (TCMD) Form 3 TACTILE SYSTEMS TECHNOLOGY / Gerald R. Mattys ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Mattys Gerald R.

(Last) (First) (Middle)

1331 TYLER STREET NE, SUITE 200

(Street)

MINNEAPOLIS MN 55413

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/27/2016

3. Issuer Name and Ticker or Trading Symbol
TACTILE SYSTEMS TECHNOLOGY INC [ TCMD ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	201,482	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	(2)	Common Stock	27,969	(1)	D
Series A Preferred Stock	(1)	(2)	Common Stock	12,139	(1)	I	By Trust(3)
Employee Stock Option (Right to Buy)	(4)	02/26/2018	Common Stock	138,294	0.51	D
Employee Stock Option (Right to Buy)	(4)	06/04/2019	Common Stock	35,460	0.51	D
Employee Stock Option (Right to Buy)	(4)	03/08/2020	Common Stock	46,098	0.73	D
Employee Stock Option (Right to Buy)	(4)	04/20/2021	Common Stock	78,366	1.55	D
Employee Stock Option (Right to Buy)	(5)	10/13/2023	Common Stock	177,300	0.96	D

Explanation of Responses:

1. Each share of Series A Preferred Stock is convertible at any time at the option of the holder, and will convert automatically into shares of the Issuer's Common Stock on a one for 1.027 basis in connection with the closing of the Issuer's initial public offering. In addition, the holder is entitled to receive additional shares of common stock equal to the original purchase price per share ($4.2301) divided by the price to the public of the shares of common stock issued in the Issuer's initial public offering.

2. The securities do not have an expiration date. The securities convert automatically into shares of the Issuer's Common Stock on a one-for-one basis in connection with the closing of the Issuer's initial public offering.

3. Represents securities held by Gerald I. Mattys and Wife Trust.

4. This option is fully vested.

5. This option vests as follows: 44,325 shares vested on October 9, 2014, and the remaining shares vest as to 10,417 shares each month commencing on November 9, 2014 and continuing until this option is fully vested.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jonathan R. Zimmerman, Attorney-in-Fact	07/27/2016
	** 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 5 (b)(v).
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