Martin Vazquez Form 4 Outset Medical / Martin Vazquez 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Vazquez Martin

(Last) (First) (Middle)

3052 ORCHARD DRIVE

(Street)

SAN JOSE CA 95134

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Outset Medical, Inc. [ OM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2022

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	01/03/2022		M		3,208	A	$3.88	12,463	D
Common Stock	01/03/2022		S(1)		3,208	D	$47.0394(2)	9,255	D
Common Stock	01/03/2022		M		1,378	A	$4.11	10,633	D
Common Stock	01/03/2022		S(1)		1,378	D	$47.0394(2)	9,255	D
Common Stock	01/03/2022		M		414	A	$3.88	9,669	D
Common Stock	01/03/2022		S(1)		414	D	$47.0394(2)	9,255	D
Common Stock	01/03/2022		M		5,000	A	$4.11	14,255	D
Common Stock	01/03/2022		S(1)		5,000	D	$47.0459(3)	9,255	D
Common Stock	01/03/2022		M		6,000	A	$4.11	15,255	D
Common Stock	01/03/2022		S(1)		6,000	D	$47.0669(4)	9,255	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
Non-Qualified Stock Option (right to buy)	$3.88	01/03/2022		M			414	(5)	12/19/2027	Common Stock	414	$0.0	19,075	D
Non-Qualified Stock Option (right to buy)	$4.11	01/03/2022		M			1,378	(6)	11/03/2028	Common Stock	1,378	$0.0	25,204	D
Non-Qualified Stock Option (right to buy)	$4.11	01/03/2022		M			5,000	(6)	11/03/2028	Common Stock	5,000	$0.0	20,204	D
Non-Qualified Stock Option (right to buy)	$4.11	01/03/2022		M			6,000	(6)	11/03/2028	Common Stock	6,000	$0.0	14,204	D
Performance Options (right to buy)	$3.88	01/03/2022		M			3,208	(7)	12/19/2027	Common Stock	3,208	$0.0	137,675	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 Trading Plan adopted by the reporting person on December 14, 2020.

2. The price reported in Column 4 is a weighted average price. The shares of common stock of the Issuer were sold in multiple transactions at prices ranging from: $45.00-$45.99 - 400 shares; $46.00-$46.99 - 854 shares; $47.00-$47.99 - 3,746 shares. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

3. The price reported in Column 4 is a weighted average price. The shares of common stock of the Issuer were sold in multiple transactions at prices ranging from: $45.00-$45.99 - 400 shares; $46.00-$46.99 - 854 shares; $47.00-$47.99 - 3,546 shares; $48.00 - $48.99 - 200 shares. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. The price reported in Column 4 is a weighted average price. The shares of common stock of the Issuer were sold in multiple transactions at prices ranging from: $45.00-$45.99 - 430 shares; $46.00-$46.99 - 964 shares; $47.00-$47.99 - 4,430 shares; $48.00 - $48.99 - 176 shares. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. This option vests 25% on October 9, 2018 and then in 36 equal monthly installments thereafter, subject to the reporting person's continued employment through the applicable vesting date.

6. 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.

7. This option vests if and to the extent that (1) 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) on any day following the expiration of the post-offering lock-up period or (11) 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 Amended and Restated 2010 Stock Incentive Plan (the "2010 Plan) and (Y) the Aggregate Cash Distribution is equal to or greater than $28.52 (reduced to $20.46 in 2020) as of the effective date of each Corporate Event.

	By: John L Brottem For: Martin Vazquez	01/04/2022
	** 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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