Fernando Anthony C. J. Form 4 ASENSUS SURGICAL / Anthony C. J. Fernando 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^*

Fernando Anthony C. J.

(Last) (First) (Middle)

C/O ASENSUS SURGICAL, INC.

1 TW ALEXANDER DRIVE, SUITE 160

(Street)

DURHAM NC 27703

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ASENSUS SURGICAL, INC. [ ASXC ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/03/2023

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	02/04/2023		M		1,207,002	A	$0.00	2,030,119	D
Common Stock	02/04/2023		F(1)		541,726	D	$0.75	1,488,393	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
Stock Options	$0.75	02/03/2023		A		375,000		(2)	02/03/2030	Common Stock	375,000	$0.00	375,000	D
Restricted Stock Units(3)	$0.00	02/03/2023		A		750,000		(4)	(4)	Common Stock	750,000	$0.00	750,000	D
Restricted Stock Units(5)	$0.00	02/03/2023		A		375,000		(6)	(6)	Common Stock	375,000	$0.00	375,000	D
Restricted Stock Units(3)	$0.00	02/04/2023		M			80,000	(7)	(7)	Common Stock	80,000	$0.00	0	D
Restricted Stock Units(5)	$0.00	02/04/2023		M			53,333	(8)	(8)	Common Stock	53,333	$0.00	0	D
Restricted Stock Units(5)	$0.00	02/04/2023		M			234,085	(9)	(9)	Common Stock	234,085	$0.00	234,086	D
Restricted Stock Units(3)	$0.00	02/04/2023		M			234,085	(10)	(10)	Common Stock	234,085	$0.00	234,086	D
Restricted Stock Units(5)	$0.00	02/04/2023		M			280,899	(11)	(11)	Common Stock	280,899	$0.00	0	D
Restricted Stock Units(5)	$0.00	02/04/2023		M			162,300	(12)	(12)	Common Stock	162,300	$0.00	324,600	D
Restricted Stock Units(3)	$0.00	02/04/2023		M			162,300	(13)	(13)	Common Stock	162,300	$0.00	324,600	D

Explanation of Responses:

1. This transaction represents the payment of a tax liability on the lapse of forfeiture restrictions on a derivative security and acquisition of the underlying shares.

2. Vests one-third annually on each of the first three anniversaries of the date of grant, subject to acceleration as set forth in the Registrant's Amended and Restated Incentive Compensation Plan ("Plan") and the Reporting Person's Employment Agreement with the Registrant ("Employment Agreement").

3. Each performance-based restricted stock unit ("PRSU") represents the right to receive one share of the Registrant's common stock.

4. PRSU award with time-based vesting in three equal installments on each of February 4, 2024, 2025 and 2026, and performance-based vesting only if designated corporate goals are achieved. The Reporting Person must continue to provide services to the Company during the vesting period.

5. Each restricted stock unit ("RSU") represents the right to receive one share of the Registrant's common stock.

6. Forfeiture restrictions will lapse on the RSUs in three installments on each of February 4, 2024, 2025 and 2026, as long as the Reporting Person remains in continuous service during the vesting period, subject to acceleration as set forth in the Plan and the Reporting Person's Employment Agreement.

7. Lapse of forfeiture restrictions on final one-third of a PRSU award granted on June 8, 2020 upon the achievement of time and performance goals.

8. Lapse of forfeiture restrictions on final one-third of a RSU award granted on June 8, 2020.

9. Lapse of forfeiture restrictions on the second one-third of an award of RSUs from this grant made on February 8, 2021. The remaining RSUs will vest on February 4, 2024, as long as the Reporting Person provides continuous service to the Company during the vesting period, and subject to acceleration as set forth in the Registrant's Incentive Compensation Plan and the Reporting Person's Employment Agreement.

10. Lapse of forfeiture restrictions on second one-third of a PRSU award granted on February 8, 2021 upon the achievement of time and performance goals. Forfeiture restrictions will lapse on the remaining PRSUs on February 4, 2024, as long as the Reporting Person provides continuous service during the vesting period, subject to acceleration as set forth in the Registrant's Plan and the Reporting Person's Employment Agreement.

11. Lapse of forfeiture restrictions on a discretionary retention award made on February 4, 2022.

12. Lapse of forfeiture restrictions on the first one-third of an award of RSUs from this grant made on February 4, 2022. The remaining RSUs will vest in equal installments on each of February 4, 2024 and 2025, as long as the Reporting Person provides continuous service to the Company during the vesting period, and subject to acceleration as set forth in the Registrant's Incentive Compensation Plan and the Reporting Person's Employment Agreement.

13. Lapse of forfeiture restrictions on one-third of a PRSU award granted on February 4, 2022 upon the achievement of time and performance goals. Forfeiture restrictions will lapse on the remaining PRSUs on each of February 4, 2024 and 2025, subject to acceleration as set forth in the Registrant's Plan and the Reporting Person's Employment Agreement.

Remarks:

	/s/Joshua Weingard, as Attorney-in-Fact for Anthony Fernando	02/07/2023
	** 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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