Sec Form 3 Filing - Dyett John @ FEMASYS INC - 2021-06-17

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Dyett John 2. Issuer Name and Ticker or Trading Symbol FEMASYS INC [ FEMY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O FEMASYS INC., 3950 JOHNS CREEK COURT, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 06/17/2021 (Street) SUWANEE, GA30024 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Series B Convertible Preferred Stock ( 1 ) ( 1 ) ( 1 ) Common Stock 948,342 I By Salem Femasys Investors LLC ( 2 ) Series C Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 2,271,453 I By Salem Femasys Investors LLC ( 2 ) Series C Convertible Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 63,709 I By the Dyett Family Trust Warrants (Right to Buy) $ 7.25 ( 4 ) ( 4 ) Common Stock 55,177 I By Salem Femasys Investors LLC ( 2 ) Warrants (Right to Buy) $ 9.45 ( 5 ) ( 5 ) Common Stock 128,934 I By Salem Femasys Investors LLC ( 2 ) Warrants (Right to Buy) $ 9.45 ( 6 ) ( 6 ) Common Stock 12,705 I By Salem Femasys Investors LLC ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dyett John C/O FEMASYS INC. 3950 JOHNS CREEK COURT, SUITE 100 SUWANEE, GA30024 X X Signatures /s/ Kathy Lee-Sepsick, Attorney-in-fact 06/17/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares of Series B Convertible Preferred Stock are convertible at any time at the holder's election, without payment of additional consideration. Such shares have no expiration date but are expected to convert into Common Stock automatically upon the closing of the Issuer's initial public offering. ( 2 )Salem Femasys Investors LLC is a limited liability company consisting of 95 members, as of December 31, 2020. Mr. Dyett, acting as manager for Salem Femasys Investors LLC, has sole voting power over the shares held by Salem Femasys Investors LLC, subject to the vote of members holding more than 50% of the outstanding interests in Salem Femasys Investors LLC, and shares dispositive power over such shares, which powers may be exercised by members holding more than 50% of the outstanding interests in Salem Femasys Investors LLC, with each of the other members. Mr. Dyett disclaims beneficial ownership over the shares held by Salem Femasys Investors LLC, except to the extent of his pecuniary interest therein. ( 3 )Shares of Series C Convertible Preferred Stock are convertible at any time at the holder's election, without payment of additional consideration. Such shares have no expiration date but are expected to convert into Common Stock automatically upon the closing of the Issuer's initial public offering. ( 4 )Each warrant is exercisable by the holder in whole or part at any time and from time to time on or before April 16, 2025. ( 5 )Each warrant is exercisable by the holder in whole or part at any time and from time to time on or before December 14, 2026. ( 6 )Each warrant is exercisable by the holder in whole or part at any time and from time to time on or before January 6, 2027.

Remarks: Exhibit List Exhibit 24 - Power of Attorney

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).

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