Treace Medical Concepts (TMCI) Form 4 TREACE MEDICAL CONCEPTS / John T. Treace 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^*

Treace John T.

(Last) (First) (Middle)

C/O TREACE MEDICAL CONCEPTS, INC.

100 PALMETTO PARK PLACE

(Street)

PONTE VEDRA FL 32081

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TREACE MEDICAL CONCEPTS, INC. [ TMCI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2023

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	03/09/2023		S(1)		2,075	D	$24.41	5,539,380(2)	D
Common Stock	03/10/2023		A		82,475(3)	A	$0.00	5,621,855(4)	D
Common Stock								1,605,000	I	By Spouse(5)
Common Stock								1,471,250	I	By Spouse as cotrustee of a trust dated Sept 30, 2020(5)
Common Stock								1,839,063	I	As Trustee of a trust dated Sept 25, 2020(6)
Common Stock								408,816	I	As Co-Trustee of a trust dated July 29, 2021(6)

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
Stock Option (Right to Buy)	$24.07	03/10/2023		A		186,900		(7)	03/10/2033	Stock Option (Right to Buy)	186,900	$0.00	186,900	D

Explanation of Responses:

1. The sale reported on this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. The sale was to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and does not represent a discretionary transaction by the Reporting Person.

2. Includes 25,406 restricted stock units.

3. Represents restricted stock units ("RSUs") for which the Reporting Person is entitled to receive one (1) share of issuer's Common Stock for each RSU upon vesting. The RSUs vest in equal annual installments over 4 years, commencing on March 10, 2024 with the last installment on March 10, 2027; subject to Reporting Person's providing continued service to Issuer through each vesting date.

4. Includes 107,881 RSUs.

5. The Reporting Person disclaims beneficial ownership of shares held by his wife directly or in trusts for which his wife serves as trustee or co-trustee.

6. The Reporting Person disclaims beneficial ownership of shares held in trust for which he serves as Trustee or Co-Trustee.

7. The stock option will vest in equal annual installments over 4 years, commencing on March 10, 2024 with the last installment on March 10, 2027; subject to Reporting Person's providing continued service to Issuer through each vesting date.

Remarks:

	/s/ Lisa Taylor as Attorney-in-fact for John T. Treace	03/10/2023
	** 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.