Twomey Christopher J Form 4 TANDEM DIABETES CARE / CHRISTOPHER J TWOMEY ownership change

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).

1. Name and Address of Reporting Person^*

TWOMEY CHRISTOPHER J

(Last) (First) (Middle)

C/O TANDEM DIABETES CARE, INC.

11075 ROSELLE STREET

(Street)

SAN DIEGO CA 92121

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TANDEM DIABETES CARE INC [ TNDM ]

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)
05/18/2021

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/19/2021		M(1)		189	A	$73.726	20,189	I	See Footnote(2)
Common Stock	05/19/2021		M(1)		135	A	$73.726	14,635	I	See Footnotes(3)
Common Stock	05/19/2021		S(1)		157	D	$89.03	20,032	I	See Footnote(2)
Common Stock	05/19/2021		S(1)		112	D	$89.03	14,523	I	See Footnotes(3)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Unit(4)	(5)	05/18/2021		A		2,205		(6)	(6)	Common Stock	2,205	$0	2,205	D
Warrant	$73.726	05/19/2021		M		189		05/19/2021	(7)	Common Stock	189	$73.726	0	I	See Footnote(2)
Warrant	$73.726	05/19/2021		M		135		05/19/2021	(7)	Common Stock	135	$73.726	0	I	See Footnotes(3)

Explanation of Responses:

1. The transaction reflects the cashless exercise of warrants to purchase common stock, at an exercise price of $73.726. Pursuant to the terms of the warrant, the shares of common stock were sold at a price equal to the average of the closing prices of the shares over the 30-day period ending three days prior to the date on which the notice of exercise was received by the Issuer.

2. The securities are held by the Chris J. Twomey and Rebecca J. Twomey Family Trust UTD September 20, 2002.

3. The securities are directly owed by Twomey Family Investments, LLC. The Reporting Person is co-manager of Twomey Family Investments, LLC and shares voting and investment power over the securities held by Twomey Family Investments, LLC and may be deemed to have indirect beneficial ownership of such shares. The Reporting Person disclaims beneficial ownership of such securities held by Twomey Family Investments, LLC, except to the extent of his proportionate pecuniary interest therein.

4. Awarded on May 18, 2021 pursuant to the Tandem Diabetes Care, Inc. 2013 Stock Incentive Plan, as amended, and the agreements related thereto (the "2013 Plan").

5. Each restricted stock unit ("RSU") represents a contingent right to receive either one share of common stock of the Issuer or cash in lieu thereof, at the Issuer's discretion, in accordance with the terms of the 2013 Plan.

6. RSU will vest on the one-year anniversary of the grant date, subject to the terms of the 2013 Plan.

7. The expiration date for this warrant is August 31, 2021.

Remarks:

	s/ David B. Berger, Attorney-in-Fact for Christopher J. Twomey	05/20/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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