Fuse Medical (FZMD) Form 5 Fuse Medical / Mark W Brooks ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Brooks Mark W

(Last) (First) (Middle)

1004 EXCALIBUR BLVD

(Street)

LEWISVILLE TX 75056

(City) (State) (Zip)

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

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman of the Board

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2021

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Common Stock(1)(2)	11/04/2021		A	73,530	A	$0.68	549,253	D
Common Stock	12/23/2021		G	107,143	D	$0.00	54,620,130	I	Managing member of NC 143

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On November 14, 2021 the Reporting Person was granted 73,530 shares (the "Shares") of the restricted common stock, par value $0.01 per share (the "Common Stock"), of Fuse Medical, Inc. (the "Company") pursuant to the Amended and Restated 2008 Equity Incentive Plan of Fuse Medical, Inc. (the "2018 Plan") (incorporated by reference to Exhibit 10.1 of the Issuer's Form 8-K filed with the Securities and Exchange Commission (the "SEC") on December 18, 2018 (File No. 000-100093)), subject to the terms and conditions in the 2018 Plan.

2. (Continued From Footnote 1) The Shares will vest and cease to be subject to forfeiture upon (a) the occurrence of one of the following events (each, an "Accelerating Event"): (A) the listing of the Company's Common Stock on either the NYSE or the NASDAQ Stock Market; or (B) a Change in Control (as defined in the 2018 Plan); and (ii) the delivery by the Reporting Person to our Company of a Notice of Acceleration of Vesting (as defined in award agreement) no later than sixty (60) days following the earlier of (A) the date our Company sends written notice of such Accelerating Event or (B) the date the Reporting Person actually or constructively becomes aware that such Accelerating Event has occurred.

Remarks:

	/s/ Mark William Brooks	02/14/2022
	** 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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