Statement of Changes in Beneficial Ownership (4)
February 07 2023 - 5:56PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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Fernando Anthony C. J. |
2. Issuer Name and Ticker or Trading Symbol
ASENSUS SURGICAL, INC.
[
ASXC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO |
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(Last)
(First)
(Middle)
C/O ASENSUS SURGICAL, INC., 1 TW ALEXANDER DRIVE, SUITE 160 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
2/3/2023 |
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(Street)
DURHAM, NC 27703
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Common Stock | 2/4/2023 | | M | | 1207002 | A | $0.00 | 2030119 | D | |
| Common Stock | 2/4/2023 | | F(1) | | 541726 | D | $0.75 | 1488393 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
| Stock Options | $0.75 | 2/3/2023 | | A | | 375000 | | (2) | 2/3/2030 | Common Stock | 375000 | $0.00 | 375000 | D | |
| Restricted Stock Units (3) | $0.00 | 2/3/2023 | | A | | 750000 | | (4) | (4) | Common Stock | 750000 | $0.00 | 750000 | D | |
| Restricted Stock Units (5) | $0.00 | 2/3/2023 | | A | | 375000 | | (6) | (6) | Common Stock | 375000 | $0.00 | 375000 | D | |
| Restricted Stock Units (3) | $0.00 | 2/4/2023 | | M | | | 80000 | (7) | (7) | Common Stock | 80000 | $0.00 | 0 | D | |
| Restricted Stock Units (5) | $0.00 | 2/4/2023 | | M | | | 53333 | (8) | (8) | Common Stock | 53333 | $0.00 | 0 | D | |
| Restricted Stock Units (5) | $0.00 | 2/4/2023 | | M | | | 234085 | (9) | (9) | Common Stock | 234085 | $0.00 | 234086 | D | |
| Restricted Stock Units (3) | $0.00 | 2/4/2023 | | M | | | 234085 | (10) | (10) | Common Stock | 234085 | $0.00 | 234086 | D | |
| Restricted Stock Units (5) | $0.00 | 2/4/2023 | | M | | | 280899 | (11) | (11) | Common Stock | 280899 | $0.00 | 0 | D | |
| Restricted Stock Units (5) | $0.00 | 2/4/2023 | | M | | | 162300 | (12) | (12) | Common Stock | 162300 | $0.00 | 324600 | D | |
| Restricted Stock Units (3) | $0.00 | 2/4/2023 | | M | | | 162300 | (13) | (13) | Common Stock | 162300 | $0.00 | 324600 | D | |
| Explanation of Responses: |
| (1) | This transaction represents the payment of a tax liability on the lapse of forfeiture restrictions on a derivative security and acquisition of the underlying shares. |
| (2) | Vests one-third annually on each of the first three anniversaries of the date of grant, subject to acceleration as set forth in the Registrant's Amended and Restated Incentive Compensation Plan ("Plan") and the Reporting Person's Employment Agreement with the Registrant ("Employment Agreement"). |
| (3) | Each performance-based restricted stock unit ("PRSU") represents the right to receive one share of the Registrant's common stock. |
| (4) | PRSU award with time-based vesting in three equal installments on each of February 4, 2024, 2025 and 2026, and performance-based vesting only if designated corporate goals are achieved. The Reporting Person must continue to provide services to the Company during the vesting period. |
| (5) | Each restricted stock unit ("RSU") represents the right to receive one share of the Registrant's common stock. |
| (6) | Forfeiture restrictions will lapse on the RSUs in three installments on each of February 4, 2024, 2025 and 2026, as long as the Reporting Person remains in continuous service during the vesting period, subject to acceleration as set forth in the Plan and the Reporting Person's Employment Agreement. |
| (7) | Lapse of forfeiture restrictions on final one-third of a PRSU award granted on June 8, 2020 upon the achievement of time and performance goals. |
| (8) | Lapse of forfeiture restrictions on final one-third of a RSU award granted on June 8, 2020. |
| (9) | Lapse of forfeiture restrictions on the second one-third of an award of RSUs from this grant made on February 8, 2021. The remaining RSUs will vest on February 4, 2024, as long as the Reporting Person provides continuous service to the Company during the vesting period, and subject to acceleration as set forth in the Registrant's Incentive Compensation Plan and the Reporting Person's Employment Agreement. |
| (10) | Lapse of forfeiture restrictions on second one-third of a PRSU award granted on February 8, 2021 upon the achievement of time and performance goals. Forfeiture restrictions will lapse on the remaining PRSUs on February 4, 2024, as long as the Reporting Person provides continuous service during the vesting period, subject to acceleration as set forth in the Registrant's Plan and the Reporting Person's Employment Agreement. |
| (11) | Lapse of forfeiture restrictions on a discretionary retention award made on February 4, 2022. |
| (12) | Lapse of forfeiture restrictions on the first one-third of an award of RSUs from this grant made on February 4, 2022. The remaining RSUs will vest in equal installments on each of February 4, 2024 and 2025, as long as the Reporting Person provides continuous service to the Company during the vesting period, and subject to acceleration as set forth in the Registrant's Incentive Compensation Plan and the Reporting Person's Employment Agreement. |
| (13) | Lapse of forfeiture restrictions on one-third of a PRSU award granted on February 4, 2022 upon the achievement of time and performance goals. Forfeiture restrictions will lapse on the remaining PRSUs on each of February 4, 2024 and 2025, subject to acceleration as set forth in the Registrant's Plan and the Reporting Person's Employment Agreement. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Fernando Anthony C. J.
C/O ASENSUS SURGICAL, INC.
1 TW ALEXANDER DRIVE, SUITE 160
DURHAM, NC 27703 | X |
| President and CEO |
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Signatures
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| /s/Joshua Weingard, as Attorney-in-Fact for Anthony Fernando | | 2/7/2023 |
| **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). |
| 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 control number. |
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