Fuse Medical (FZMD) Form 3 Initial statement of insider ownership

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^*

Medtech Family Trust

(Last) (First) (Middle)

1565 NORTH CENTRAL EXPWY, SUITE 200

(Street)

RICHARDSON TX 75080

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/17/2016

3. Issuer Name and Ticker or Trading Symbol
Fuse Medical, Inc. [ FZMD ]

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

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

5. 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 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)

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
Amended and Restated Promissory Note	01/16/2017	(1)	Common Stock	656,678(2)	0.08	I(3)	See Footnote(3)
Promissory Note	01/16/2017	(4)	Common Stock	640,239(5)	0.08	I(3)	See Footnote(3)

1. Name and Address of Reporting Person^*

Medtech Family Trust

(Last) (First) (Middle)

1565 NORTH CENTRAL EXPWY, SUITE 200

(Street)

RICHARDSON TX 75080

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

NC 143 Family Holdings GP LLC

(Last) (First) (Middle)

1565 NORTH CENTRAL EXPWY, SUITE 200

(Street)

RICHARDSON TX 75080

(City) (State) (Zip)

Explanation of Responses:

1. The Amended and Restated Promissory Note, dated October 19, 2016, made by the Issuer and payable to the order of NC 143 Family Holdings, LP, a Texas limited partnership ("NC 143"), in the principal amount of $50,000 ("NC 143 #1") became payable upon demand on December 19, 2016 and will be convertible into shares of common stock of the Issuer on or after January 16, 2017. NC 143 Note #1 does not provide for a stated expiration date.

2. On or after January 16, 2017, NC 143 will have the right to convert all or any portion of the then unpaid principal and interest balance of NC 143 Note #1 into shares of common stock of the Issuer at a conversion price of $0.08 per share. The number of shares reported in box 3 is based on the application of such conversion rate to the amount of principal and interest that will be outstanding on January 16, 2017, if NC 143 Note #1 remains outstanding on such date.

3. These securities are directly owned by NC 143. Mark W. Brooks is the sole trustee of Medtech Family Trust dated October 1, 2014 ("Medtech"); Medtech is the sole manager of NC 143 Family Holdings GP LLC (the "GP"); and the GP is the sole general partner of NC 143. Accordingly, each of Mark W. Brooks, Medtech and the GP indirectly beneficially owns the reported securities. This Form 3 is filed by Medtech and the GP. NC 143 and Mark W. Brooks previously jointly filed a Form 3 reporting their beneficial ownership of these securities.

4. The Promissory Note, dated October 19, 2016, made by the Issuer and payable to the order of NC 143 in the principal amount of $50,000 ("NC 143 Note #2") became payable upon demand on December 19, 2016 and will be convertible into shares of common stock of the Issuer on or after January 16, 2017. NC 143 Note #2 does not provide for a stated expiration date.

5. On or after January 16, 2017, NC 143 will have the right to convert all or any portion of the then unpaid principal and interest balance of NC 143 Note #2 into shares of common stock of the Issuer at a conversion price of $0.08 per share. The number of shares reported in box 3 is based on the application of such conversion rate to the amount of principal and interest that will be outstanding on January 16, 2017, if NC 143 Note #2 remains outstanding on such date.

Remarks:

	/s/ Mark W. Brooks, Trustee of Medtech Family Trust, sole manager of NC 143 Family Holdings GP LLC	01/13/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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