Bakker Juliet Tammenoms Form 4 Ceribell / Bakker Juliet Tammenoms 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^*

Tammenoms Bakker Juliet

(Last) (First) (Middle)

C/O CERIBELL, INC.

360 N. PASTORIA AVENUE

(Street)

SUNNYVALE CA 94085

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ceribell, Inc. [ CBLL ]

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)
10/11/2024

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	10/11/2024		A		6,618(1)	A	$0.00	6,618(1)	D
Common Stock	10/15/2024		C		2,140,600	A	(3)	2,237,876	I	By Longitude Venture Partners IV, L.P.(2)
Common Stock	10/15/2024		P		237,234	A	$17	2,475,110	I	By Longitude Venture Partners IV, L.P.(2)

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
Series C-1 Preferred Stock	(3)	10/15/2024		C			2,140,600	(3)	(3)	Common Stock	2,140,600	$0.00	0	I	By Longitude Venture Partners IV, L.P.(2)

Explanation of Responses:

1. Represents 6,618 restricted stock units.

2. The securities are held by Longitude Venture Partners IV, L.P. ("LVPIV"). Longitude Capital Partners IV, LLC ("LCPIV") is the general partner of LVPIV and may be deemed to have voting, investment, and dispositive power over the securities held by LVPIV. Juliet Tammenoms Bakker, a member of the issuer's board of directors, and Patrick G. Enright are managing members of LCPIV and may each be deemed to share voting, investment, and dispositive power over the securities held by LVPIV. Each of LCPIV, Ms. Tammenoms Bakker, and Mr. Enright disclaims beneficial ownership of such securities except to the extent of the respective pecuniary interests therein.

3. Each share of the issuer's Preferred Stock automatically converted into one (1) share of the issuer's Common Stock immediately prior to the closing of the issuer's initial public offering on October 15, 2024 and had no expiration date.

	/s/ Louisa Daniels, Attorney-in-Fact for Juliet Tammenoms Bakker	10/16/2024
	** 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).
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