MedTech Acquisition Sponsor Form 4 MedTech Acquisition / DAVID J MATLIN 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^*

MedTech Acquisition Sponsor LLC

(Last) (First) (Middle)

600 FIFTH AVENUE, 22ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MedTech Acquisition Corp [ MTAC ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/26/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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
Class A Common Stock	06/26/2023		C		6,249,999(1)	A	(1)	6,249,999	D(2)

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
Class B Common Stock	(1)	06/26/2023		C(1)			6,249,999	(1)	(1)	Class A Common Stock	6,249,999	(1)	1	D(2)

1. Name and Address of Reporting Person^*

MedTech Acquisition Sponsor LLC

(Last) (First) (Middle)

600 FIFTH AVENUE, 22ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Dewey Christopher C

(Last) (First) (Middle)

C/O MEDTECH ACQUISITION CORPORATION

48 MAPLE AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

MATLIN DAVID J

(Last) (First) (Middle)

C/O MEDTECH ACQUISITION CORPORATION

48 MAPLE AVENUE

(Street)

GREENWICH CT 06830

(City) (State) (Zip)

Explanation of Responses:

1. The shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of the issuer are convertible into an equal number of shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the issuer. On June 26, 2023, MedTech Acquisition Sponsor LLC (the "Sponsor") elected to convert 6,249,999 shares of their Class B Common Stock into an equal number of Class A Common Stock.

2. The Sponsor is the record holder of the securities reported herein. Christopher C. Dewey and David J. Matlin are managing members of the Sponsor. By virtue of this relationship, each of these individuals may be deemed to share beneficial ownership of the securities held of record by the Sponsor. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein.

	MedTech Acquisition Sponsor LLC By: /s/ Christopher C. Dewey, Managing Member	06/27/2023
	/s/ Christopher C. Dewey	06/27/2023
	/s/ David J. Matlin	06/27/2023
	** Signature of Reporting Person	Date
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