TearLab (TEAR) Form 4 TearLab / ANTHONY E ALTIG 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

X

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^*

ALTIG ANTHONY E

(Last) (First) (Middle)

150 LA TERRAZA BLVD.,

STE 101

(Street)

ESCONDIDO, CA 92025

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TearLab Corp [ TEAR ]

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)
07/09/2020

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	07/09/2020		U		8,833	D	$0.0586(1)	0	D

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
Warrant (right to purchase)	$11.25	07/09/2020		U			1,666	(2)	05/09/2021	Common Stock	1,666	$60.81(3)	0	D

Explanation of Responses:

1. Pursuant to the terms of the Agreement and Plan of Merger, dated May 11, 2020 (the "Merger Agreement"), among Accelmed Partners II LP, a Cayman Islands exempted limited partnership ("Buyer"), the Issuer and Accelmed Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer, each issued and outstanding share of Issuer common stock and preferred stock (other than Cancelled Shares (as defined in the Merger Agreement)) was cancelled and automatically converted into the right to receive an amount equal to $0.0586 per share in cash, without interest and less any required withholding taxes, effective at the time of the Merger (as defined in the Merger Agreement).

2. The warrant will be exercisable from the later of (i) stockholder approval to increase the authorized number of shares of common stock of the Issuer, and (ii) 12 months from the date of issuance and will expire five years from the date on which such warrant becomes exercisable.

3. Pursuant to the terms of the Warrant Termination Agreement by and between the Reporting Person and the Issuer, effective July 2, 2020, immediately prior to the consummation of Merger, the warrant automatically terminated and the Reporting Person is entitled to receive a total payment of $60.81 in exchange for such cancellation, to be paid within five (5) days following the consummation of the Merger.

	/s/ Michael Marquez, as Attorney-in-Fact	07/09/2020
	** 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 4 (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.