Murphy Sean Form 3 TriSalus Life Sciences / Sean Murphy ownership change

SEC Form 3

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^*

Murphy Sean

(Last) (First) (Middle)

6272 W. 91ST AVENUE

(Street)

WESTMINSTER CO 80031

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/10/2023

3. Issuer Name and Ticker or Trading Symbol
TriSalus Life Sciences, Inc. [ TLSI ]

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

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

5. 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 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	357,535(1)	I	By Murphy Family Trust 2012(2)
Common Stock	167,732(1)	I	By Sean E Murphy TTEE U/A 2/4/2004
Common Stock	16,644(1)(3)	D

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
Employee Stock Option (right to buy)	(4)	11/02/2031	Common Stock	4,943(1)	2.43	D
Employee Stock Option (right to buy)	(5)	01/18/2032	Common Stock	12,359(1)	2.43	D
Employee Stock Option (right to buy)	(6)	07/12/2032	Common Stock	123,592(1)	2.43	D
Employee Stock Option (right to buy)	(7)	05/18/2033	Common Stock	31,287(1)	10.3	D

Explanation of Responses:

1. The securities reported herein were acquired by the Reporting Person prior to the Reporting Person becoming a director and an executive officer of the Issuer. The Reporting Person was appointed as a director and an executive officer of the Issuer effective immediately after the effective time of the Merger (as defined in that certain Agreement and Plan of Merger, dated as of November 11, 2022, as amended, by and among the Issuer, MTAC Merger Sub, Inc., and TriSalus Operating Life Sciences, Inc.).

2. The Reporting Person's spouse has voting and investment discretion with respect to the shares held directly by Murphy Family Trust 2012 and thus the Reporting Person may be deemed to have beneficial ownership of the shares held directly by Murphy Family Trust 2012.

3. Represents grant of restricted stock units (the "RSU Award") payable solely in common stock of the Issuer. The shares subject to the RSU Award vest in four equal annual installments commencing on October 5, 2023, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.

4. The shares subject to this stock option vest in 48 equal monthly installments from October 1, 2021, the vesting commencement date, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.

5. The shares subject to this stock option vest in 48 equal monthly installments from January 19, 2022, the vesting commencement date, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.

6. Twenty-five percent of the shares subject to the option vested on July 13, 2023, the first anniversary of the vesting commencement date, and the remainder vests in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.

7. The shares subject to this stock option vest in 48 equal monthly installments from May 19, 2023, the vesting commencement date, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.

Remarks:

	/s/ Sean Murphy	08/14/2023
	** 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 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).
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