Todd B Hammer Form 3 LENSAR / THOMAS B ELLIS 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^*

NORTH RUN CAPITAL, LP

(Last) (First) (Middle)

867 BOYLSTON STREET, 5TH FLOOR #1361

(Street)

BOSTON MA 02116

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/18/2023

3. Issuer Name and Ticker or Trading Symbol
LENSAR, Inc. [ LNSR ]

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

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	1,100,592	I	See footnotes(1)(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
Series A Convertible Preferred Stock	(2)	(2)	Common Stock	7,940,446(2)	2.5188	I	See footnotes(3)(5)
Class A Common Stock Purchase Warrants (Right to Buy)	05/18/2023	05/18/2028	Common Stock	2,183,623(4)	2.45	I	See footnotes(3)(5)
Class B Common Stock Purchase Warrants (Right to Buy)	05/18/2023	05/18/2028	Common Stock	2,183,623(4)	3.0625	I	See footnotes(3)(5)

1. Name and Address of Reporting Person^*

NORTH RUN CAPITAL, LP

(Last) (First) (Middle)

867 BOYLSTON STREET, 5TH FLOOR #1361

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NORTH RUN ADVISORS, LLC

(Last) (First) (Middle)

867 BOYLSTON STREET, 5TH FLOOR #1361

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NR-GRI Partners, LP

(Last) (First) (Middle)

867 BOYLSTON STREET, 5TH FLOOR #1361

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NR-GRI Partners GP, LLC

(Last) (First) (Middle)

867 BOYLSTON STREET, 5TH FLOOR #1361

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ELLIS THOMAS B

(Last) (First) (Middle)

867 BOYLSTON STREET, 5TH FLOOR #1361

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

HAMMER TODD B

(Last) (First) (Middle)

867 BOYLSTON STREET, 5TH FLOOR #1361

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. The reported securities are directly held by North Run Capital, LP, and may be deemed to be indirectly beneficially owned by North Run Advisors, LLC as the general partner of North Run Capital, LP. The reported securities may also be deemed to be indirectly beneficially owned by Thomas B. Ellis and Todd B. Hammer as members of North Run Advisors, LLC.

2. The Series A Convertible Preferred Stock has no expiration date and is convertible at any time at the option of NR-GRI Partners, LP, subject to a blocker provision that prevents NR-GRI Partners, LP from converting the Series A Convertible Preferred Stock into shares of Common Stock if the reporting person, together with its affiliates, would be more than a 19.99% beneficial owner of Common Stock following such conversion..

3. The reported securities are directly held by NR-GRI Partners, LP, and may be deemed to be indirectly beneficially owned by NR-GRI Partners GP, LLC as the general partner of NR-GRI Partners, LP. The reported securities may also be deemed to be indirectly beneficially owned by Thomas B. Ellis and Todd B. Hammer as members of NR-GRI Partners GP, LLC.

4. The reported warrants are currently exercisable, subject to a blocker provision that prevents NR-GRI Partners, LP from exercising the warrants into shares of Common Stock if the reporting person, together with its affiliates, would be more than a 19.99% beneficial owner of Common Stock following such exercise.

5. NR-GRI Partners GP, LLC, North Run Advisors, LLC, Thomas B. Ellis and Todd B. Hammer disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interest therein, and this report shall not be deemed an admission that any of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Remarks:

Each of North Run Capital, LP, North Run Advisors, LLC, NR-GRI Partners, LP and NR-GRI Partners, LLC may be deemed to be a director by deputization for purposes of Section 16 under the Securities and Exchange Act of 1934, as amended, by virtue of the fact that Thomas B. Ellis and Todd B. Hammer, the members of North Run Advisors, LLC and NR-GRI Partners GP, LLC, currently serve on the board of directors of the issuer.

	North Run Capital, LP, By: North Run Advisors, LLC, By: /s/ Thomas B. Ellis, Member	06/06/2023
	North Run Advisors, LLC, By: /s/ Thomas B. Ellis, Member	06/06/2023
	NR-GRI Partners, LP, By: NR-GRI Partners GP, LLC, By: /s/ Thomas B. Ellis, Member	06/06/2023
	NR-GRI Partners, LLC, By: /s/ Thomas B. Ellis, Member	06/06/2023
	NR-GRI Partners GP, LLC, By: /s/ Thomas B. Ellis, Member	06/06/2023
	/s/ Thomas B. Ellis	06/06/2023
	/s/ Todd B. Hammer	06/06/2023
	** Signature of Reporting Person	Date
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