Annual Statement of Changes in Beneficial Ownership (5)
February 23 2022 - 5:31PM
Edgar (US Regulatory)
FORM 5
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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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Form 3 Holdings Reported
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Form 4 Transactions Reported |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0362
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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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Brooks Mark W | 2. Issuer Name and Ticker or Trading SymbolFuse 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 |
(Last)
(First)
(Middle)
1004 EXCALIBUR BLVD | 3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY) 12/31/2021 |
(Street)
LEWISVILLE, TX 75056
(City)
(State)
(Zip)
| 4. If Amendment, Date Original Filed(MM/DD/YYYY) | 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) | 2. Trans. Date | 2A. Deemed Execution Date, if any | 3. Trans. 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) |
Amount | (A) or (D) | Price |
Common Stock (1)(2) | 11/4/2021 | | A | 73530 | A | $0.68 | 549253 | D | |
Common Stock | 12/23/2021 | | G | 107143 | D | $0.00 | 54620130 | I | Managing member of NC 143 |
Table II - Derivative Securities Acquired, Disposed of, or 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 (MM/DD/YYYY) | 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 at End of Issuer's Fiscal Year (Instr. 4) | 10. Ownership Form of Derivative Security: 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Brooks Mark W 1004 EXCALIBUR BLVD LEWISVILLE, TX 75056 | X | X | Chairman of the Board |
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Signatures
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/s/ Mark William Brooks | | 2/14/2022 |
**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). |
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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