chung-jung tsai Form 4 Ainos / CHUN-JUNG TSAI 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^*

TSAI CHUN-JUNG

(Last) (First) (Middle)

8880 RIO SAN DIEGO DRIVE,

SUITE #800

(Street)

SAN DIEGO CA 92108

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ainos, Inc. [ AIMD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2024

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	11/26/2024		A		208,797(1)(2)	A	$0.46	323,900	D
Common Stock	11/22/2024		A		4,000(3)	A	$0.46	119,103	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
RSU(1)(2)	(1)(2)	11/26/2024		C			208,797	(1)(2)	(1)(2)	Common Stock	208,797	(1)(2)	0	D
RSU(3)	(3)	11/22/2024		A		4,000		(3)	(3)	Common Stock	4,000	(3)	4,000	D
RSU(3)	(3)	11/26/2024		C			4,000	(3)	(3)	Common Stock	4,000	(3)	0	D

Explanation of Responses:

1. As previously disclosed in a Form 4 filed by the Reporting Person, reference is made to 150,114 RSUs granted under the Ainos, Inc. 2023 Stock Incentive Plan (the "2023 Plan") on September 15, 2024, with various vesting dates. Each RSU represents a right to receive one (1) share of common stock upon vesting and the expiration of any applicable restricted period or, if approved, the cash value thereof (or any combination thereof). Holders of RSUs have no rights or privileges as stockholders. On November 22, 2024, the compensation committee of the board of directors of Ainos, Inc. approved the acceleration of the vesting schedule of the RSUs granted to the Reporting Person, such that all grants vested on November 26, 2024.

2. As previously disclosed, reference is made to (i) 540,000 RSUs that were granted on August 15, 2013, adjusted to 108,000 shares giving effect to the 1 for 5 reverse share split (the "Reverse Split") on December 14, 2023, pursuant to the 2023 Plan, with various vesting dates; and (ii) 70,000 RSUs granted under the 2021 Stock Incentive Plan, as amended by the 2023 Stock Incentive Plan, adjusted to 14,000 shares giving effect to the Reverse Split, with various vesting dates. On November 22, 2024, the compensation committee of the board of directors of Ainos, Inc. approved the acceleration of the vesting schedule of the RSUs granted to the Reporting Person, such that all grants vested on November 26, 2024.

3. Reference is made to the 4,000 RSUs granted to the Reporting Person as special stock awards on November 22, 2024 and vested on November 26, 2024. The special stock awards have been approved by the stockholders of Ainos, Inc. on September 27, 2024.

	/s/ Chun-Hsien Tsai POA for Chun-Jung Tsai	11/27/2024
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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