Sheridan John F Form 4 TANDEM DIABETES CARE / John F Sheridan 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^*

Sheridan John F

(Last) (First) (Middle)

12400 HIGH BLUFF DRIVE

(Street)

SAN DIEGO CA 92130

(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
X	Officer (give title below)	Other (specify below)
PRESIDENT & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/15/2024

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	11/15/2024		M		792	A	$0	50,558	D
Common Stock	11/15/2024		F(1)		402	D	$27.34	50,156	D
Common Stock	11/15/2024		M		2,236	A	$0	52,392	D
Common Stock	11/15/2024		F(1)		1,134	D	$27.34	51,258	D
Common Stock	11/15/2024		M		5,471	A	$0	56,729	D
Common Stock	11/15/2024		F(1)		2,773	D	$27.34	53,956	D
Common Stock	11/15/2024		A		381(2)	A	$15.64	54,337	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
Restricted Stock Unit(3)	(4)	11/15/2024		M			792	(5)	(5)	Common Stock	792	$0	1,585	D
Restricted Stock Unit(6)	(4)	11/15/2024		M			2,236	(7)	(7)	Common Stock	2,236	$0	4,473	D
Restricted Stock Unit(8)	(9)	11/15/2024		M			5,471	(10)	(10)	Common Stock	5,471	$0	32,830	D

Explanation of Responses:

1. Shares withheld by Tandem Diabetes Care, Inc. (the Company) to satisfy tax withholding requirements on vesting of restricted stock units (RSU). No shares were sold.

2. The reporting person is voluntarily reporting the acquisition of shares of common stock pursuant to the Tandem Diabetes Care, Inc. Amended and Restated 2013 Employee Stock Purchase Plan (ESPP), for the ESPP purchase period of May 16, 2024 through November 15, 2024. This transaction is also exempt under Rule 16b-3(c).

3. 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).

4. Each 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.

5. RSU vest as to twenty-five percent (25%) of the total number of shares subject to the RSU on 5/15/2022, and the remaining shares shall vest in twelve (12) equal quarterly installments thereafter.

6. Awarded on May 25, 2022 pursuant to the 2013 Plan.

7. RSU vest as to thirty-three percent (33%) of the total number of shares subject to the RSU on 5/15/2023, and the remaining shares shall vest in eight (8) equal quarterly installments thereafter.

8. Awarded on May 25, 2023 pursuant to the Tandem Diabetes Care, Inc. 2023 Long-Term Incentive Plan, as amended, and agreements related thereto (the 2023 Plan).

9. Each 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 2023 Plan.

10. RSU vest as to thirty-three percent (33%) of the total number of shares subject to the RSU on 5/15/2024, and the remaining shares shall vest in eight (8) equal quarterly installments thereafter.

Remarks:

	/s/ Rachel Malina, Attorney-in-Fact for John F. Sheridan	11/19/2024
	** 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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