| 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 04/22/2021 | 3. Issuer Name and Ticker or Trading Symbol TREACE MEDICAL CONCEPTS, INC. [ TMCI ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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 | 329,231 | D | |
| Common Stock | 139,981 | I | PENSCO Trust Company Custodian FBO JAIME A FRIAS IRA |
| 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 | ||||
| Series A Preferred Stock | (1) | (1) | Common Stock | 41,797 | (1) | D | |
| Series A Preferred Stock | (1) | (1) | Common Stock | 83,594 | (1) | I | PENSCO Trust Company Custodian FBO JAIME A FRIAS IRA |
| Stock Option (Right to Buy) | (2) | 07/01/2024 | Common Stock | 66,875 | 0.1 | D | |
| Stock Option (Right to Buy) | (2) | 07/28/2025 | Common Stock | 66,875 | 0.72 | D | |
| Stock Option (Right to Buy) | (2) | 01/26/2026 | Common Stock | 26,750 | 0.72 | D | |
| Stock Option (Right to Buy) | (2) | 01/30/2027 | Common Stock | 24,075 | 1.05 | D | |
| Stock Option (Right to Buy) | (3) | 07/24/2027 | Common Stock | 401,250 | 1.05 | D | |
| Stock Option (Right to Buy) | (4) | 01/23/2028 | Common Stock | 26,750 | 1.05 | D | |
| Stock Option (Right to Buy) | (5) | 01/22/2029 | Common Stock | 53,500 | 1.57 | D | |
| Stock Option (Right to Buy) | (6) | 01/21/2030 | Common Stock | 42,131 | 4.02 | D | |
| Stock Option (Right to Buy) | (7) | 02/02/2031 | Common Stock | 29,425 | 7.03 | D | |
| Explanation of Responses: |
| 1. The Series A Preferred Stock is convertible into Common Stock on a 1 to 1 basis and shall be automatically converted into shares of Common Stock upon the closing of the Issuer's initial public offering. |
| 2. The stock option is fully vested and exercisable |
| 3. The stock option is partially vested and will vests with respect to the remaining shares in equal annual installments, so that the options will be fully vested on July 24, 2021. |
| 4. The stock option is partially vested and will vest with respect to the remaining shares in equal annual installments, so that the options will be fully vested on January 23, 2022. |
| 5. The stock option is partially vested and will vest with respect to the remaining shares in equal annual installments, so that the options will be fully vested on January 22, 2023. |
| 6. The stock option is partially vested and will vest with respect to the remaining shares in equal annual installments, so that the options will be fully vested on January 21, 2024. |
| 7. The stock option will vest in equal annual installments over 4 years, commencing on February 2, 2022, with the last installment on February 2, 2025. |
| Remarks: |
| Chief Legal & Compliance Officer, Secretary Exhibit 24 - Power of Attorney |
| /s/ Jaime A Frias | 04/22/2021 | |
| ** 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). | ||
| 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. | ||
