| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/14/2020 | 3. Issuer Name and Ticker or Trading Symbol Outset Medical, Inc. [ OM ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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 | 161,580 | D | |
| Common Stock | 1,199 | I(1) | Held by Trigg Family Trust U/A DTD 01/01/2002(1) |
| 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 | ||||
| Stock Option (Right to Buy) | (2) | 09/24/2023 | Common Stock | 23,765 | 1.11 | D | |
| Stock Option (Right to Buy) | (3) | 09/05/2024 | Common Stock | 19,037 | 1.11 | D | |
| Stock Option (Right to Buy) | (4) | 03/13/2025 | Common Stock | 67,778 | 1.11 | D | |
| Stock Option (Right to Buy) | (5) | 07/22/2025 | Common Stock | 176,292 | 2.92 | D | |
| Stock Option (Right to Buy) | (6) | 09/19/2027 | Common Stock | 163,838 | 3.87 | D | |
| Performance Stock Option (Right to Buy) | (7) | 09/19/2027 | Common Stock | 95,572 | 3.87 | D | |
| Performance Stock Option (Right to Buy) | (8) | 09/19/2027 | Common Stock | 109,225 | 3.87 | D | |
| Stock Option (Right to Buy) | (9) | 11/03/2028 | Common Stock | 172,365 | 4.11 | D | |
| Performance Stock Option (Right to Buy) | (8) | 11/03/2028 | Common Stock | 114,910 | 4.11 | D | |
| Performance Stock Option (Right to Buy) | (10) | 03/06/2029 | Common Stock | 240,968 | 4.11 | D | |
| Stock Option (Right to Buy) | (11) | 02/03/2030 | Common Stock | 162,227 | 8.61 | D | |
| Performance Stock Option (Right to Buy) | (12) | 02/03/2030 | Common Stock | 108,151 | 8.61 | D | |
| Series C Redeemable Convertible Preferred Stock | (13) | (13) | Common Stock | 4,885 | (13) | I(1) | Held by Trigg Family Trust U/A DTD 01/01/2002(1) |
| Series D Redeemable Convertible Preferred Stock | (14) | (14) | Common Stock | 2,686 | (14) | I(1) | Held by Trigg Family Trust U/A DTD 01/01/2002(1) |
| Explanation of Responses: |
| 1. These shares of common stock of the Issuer ("Shares") are held directly by The Trigg Family Trust U/A DTD 01/01/2002, for which the reporting person and her spouse serve as trustees. |
| 2. This option vested in 48 equal monthly installments beginning on May 1, 2012. |
| 3. This option vested in 48 equal monthly installments beginning on October 5, 2014. |
| 4. This option vested in 48 equal monthly installments beginning on December 17, 2014. |
| 5. This option vested in 48 equal monthly installments beginning on August 22, 2015. |
| 6. This option vests in 48 equal monthly installments beginning on October 19, 2017, subject to the reporting person's continued employment through the applicable vesting date. |
| 7. This option vests if and to the extent that (i) the sum of (A) the 30-day closing price trading average of one Share and (B) the aggregate amount of cash distributed with respect to one Share (the "Aggregate Cash Distributions") is equal to or greater than $28.52 (reduced to $20.46 in 2020) on any day following the expiration of the post-offering lock-up period or (ii) the sum of (X) the value of all consideration that is distributable with respect to one Share in connection with a "Corporate Event" (as defined in the Outset Medical, Inc. Amended and Restated 2010 Stock Incentive Plan (the "2010 Plan")) and (Y) the Aggregate Cash Distributions is equal to or greater than $28.52 (reduced to $20.46 in 2020) as of the effective date of such Corporate Event. |
| 8. This option vests if and to the extent that (i) the sum of (A) the 30-day closing price trading average of one Share and (B) the Aggregate Cash Distributions is equal to or greater than $20.46 (reduced to $19.12 in 2020) on any day following the expiration of the post-offering lock-up period or (ii) the sum of (X) the value of all consideration that is distributable with respect to one Share in connection with a Corporate Event and (Y) the Aggregate Cash Distributions is equal to or greater than $20.46 (increased to $20.86 in 2020) as of the effective date of such Corporate Event. |
| 9. This option vests in 48 equal monthly installments beginning on December 3, 2018, subject to the reporting person's continued employment through the applicable vesting date. |
| 10. This option vests (i) 50% if and to the extent that the sum of (A) the closing trading price of one Share and (B) the Aggregate Cash Distributions is equal to or greater than $28.52 on any day following the effective date of an initial public offering and 50% on the one-year anniversary of the date on which such goal is achieved or (ii) 50% if the sum of (X) the value of all consideration that is distributable with respect to one Share in connection with a Corporate Event and (Y) the Aggregate Cash Distributions is equal to or greater than $21.41 as of the effective date of such Corporate Event and 100% if the sum of the amounts in clauses (X) and (Y) equals or exceeds $28.52. The number of shares shown represents the full number of shares subject to the option, which may vest at a lower amount based on the achievement of the applicable performance goals. |
| 11. This option vests in 48 equal monthly installments beginning on March 3, 2020, subject to the reporting person's continued employment through the applicable vesting date. |
| 12. This option vests if and to the extent that (i) the sum of (A) the 30-day closing price trading average of one Share and (B) the Aggregate Cash Distributions is equal to or greater than $19.12 on any day following the expiration of the post-offering lock-up period or (ii) the sum of (X) the value of all consideration that is distributable with respect to one Share in connection with a Corporate Event and (Y) the Aggregate Cash Distributions is equal to or greater than $20.86 as of the effective date of such Corporate Event. |
| 13. Each share of Series C redeemable convertible preferred stock is convertible into approximately 0.1266 Shares, and will automatically convert upon the closing of the IPO. These shares have no expiration date. |
| 14. Each share of Series D redeemable convertible preferred stock is convertible into approximately 0.1671 Shares, and will automatically convert upon the closing of the IPO. These shares have no expiration date. |
| Remarks: |
| Exhibit List Exhibit 24 - Power of Attorney |
| /s/ LeeAnn Linck, attorney-in-fact for Leslie Trigg | 09/14/2020 | |
| ** 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 5 (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. | ||
