| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/26/2022 | 3. Issuer Name and Ticker or Trading Symbol Tenon Medical, Inc. [ TNON ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 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 | 158,132 | I | See footnote(1) |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 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 | ||||
| Stock Options(2)(3) | 08/19/2021 | 07/19/2031 | Common Stock | 160,751 | 7.06 | D | |
| Stock Options(4)(5) | 05/01/2021 | 05/01/2031 | Common Stock | 112,500 | 5.2 | D | |
| Stock Options | 06/19/2014 | 06/19/2024 | Common Stock | 13,670 | 0.62 | I | See footnote(6) |
| Explanation of Responses: |
| 1. Consists of (i) 65,918 shares held by TCTIG, LLC for which Richard Ferrari has a 25% equity interest therein and has control over how TCTIG, LLC will vote 25% of the shares of common stock held by TCTIG, LLC and (ii) 92,214 shares of common stock issuable to Ferrari Family Trust, for which Richard Ferrari is the trustee, upon the automatic conversion of a convertible note on the closing of the initial public offering of Tenon Medical, Inc. to occur on April 29, 2022. |
| 2. Richard Ferrari was granted an option to purchase 321,502 shares (or 160,751 shares after the 1-for-2 reverse stock split was effectuated on April 6, 2022) of common stock at an exercise price of $3.53 (or $7.06 post-split) per share with a grant date of July 19, 2021, subject to monthly equal vesting over a three-year period commencing July 19, 2021. |
| 3. 40,187 shares of common stock underlying stock options granted on July 19, 2021 have vested and are exercisable as of April 26, 2022. |
| 4. Richard Ferrari was granted an option to purchase 225,000 shares (or 112,500 shares after the 1-for-2 reverse stock split was effectuated on April 6, 2022) of common stock at an exercise price of $2.60 (or $5.20 post-split) per share with a grant date of May 1, 2021, subject to monthly equal vesting over a three-year period commencing January 1, 2021. |
| 5. 46,875 shares of common stock underlying stock options granted on May 1, 2021 have vested and are exercisable as of April 26, 2022. |
| 6. Option shares held by TCTIG, LLC for which Richard Ferrari has a 25% equity interest therein and has control over how TCTIG, LLC will vote 25% of the shares of common stock held by TCTIG, LLC. TCTIG, LLC was granted an option to purchase 109,353 shares (or 54,677 shares after the 1-for-2 reverse stock split was effectuated on April 6, 2022) of common stock at an exercise price of $0.31 (or $0.62 post-split) per share with a grant date of June 19, 2014, which fully vested upon issuance. |
| /s/ Richard Ferrari | 04/26/2022 | |
| ** 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). | ||
| 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. | ||
