Richard M Ferrari Form 3 HeartBeam / RICHARD M FERRARI 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^*

FERRARI RICHARD M

(Last) (First) (Middle)

2118 WALSH AVE, SUITE 210

(Street)

SANTA CLARA CA 95050

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/10/2021

3. Issuer Name and Ticker or Trading Symbol
HeartBeam, Inc. [ BEAT ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Exec Chm of the BOD

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)

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
Convertible Promissory Note	(1)	(1)	Common Stock	65,653	(1)	I	See Footnote(2)
Stock option (right to buy)	(3)	05/12/2030	Common Stock	27,272	0.28	D
Stock option (right to buy)	(4)	06/15/2031	Common Stock	181,818	2.5	D

Explanation of Responses:

1. Represents $275,742.60 of outstanding principal and interest calculated through November 10, 2021. The note will convert into 65,653 shares of Common Stock upon the closing of the Issuer's initial public offering of Common Stock (the "IPO").

2. The Convertible Promissory Note is held by the Ferrari Living Trust, of which the Reporting Person is the trustee.

3. Five forty-eighth of the shares vested on date of grant, May 12, 2020, one forty-eighth of the shares subject to the option vested June 11, 2020 and each one-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date.

4. One forty-eighth of the shares subject to the option vest on July 15, 2021 and each one-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date.

	/s/ Richard Ferrari	11/10/2021
	** 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).
** 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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