Sec Form 4 Filing - Flynn James E @ Acutus Medical, Inc. - 2022-06-16

FORM 4 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 Flynn James E 2. Issuer Name and Ticker or Trading Symbol Acutus Medical, Inc. [ AFIB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director by deputization (Last) (First) (Middle) 345 PARK AVENUE SOUTH, 12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 06/16/2022 (Street) NEW YORK, NY10010 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Common Stock 06/16/2022 A 8,400 ( 1 ) A $ 0 12,422 I Through Deerfield Management Company, L.P. ( 3 ) ( 4 ) Common Stock 06/15/2023 A 8,400 ( 2 ) A $ 0 20,822 I Through Deerfield Management Company, L.P. ( 3 ) ( 4 ) Common Stock 1,026,243 I Through Deerfield Partners, L.P. ( 4 ) ( 5 ) Common Stock 1,622,143 I Through Deerfield Private Design Fund III, L.P. ( 4 ) ( 5 )

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 Stock Option (Right to Buy) $ 0.5036 06/16/2022 A 19,600 ( 6 ) ( 3 ) 06/16/2032 Class A Common Stock 19,600 ( 3 ) $ 0 19,600 ( 6 ) I Through Deerfield Management Company, L.P. ( 3 ) ( 4 ) Stock Option (Right to Buy) $ 0.8349 06/15/2023 A 19,600 ( 7 ) ( 3 ) 06/15/2033 Class A Common Stock 19,600 ( 3 ) $ 0 19,600 ( 7 ) I Through Deerfield Management Company, L.P. ( 3 ) ( 4 ) Series A Common Stock Equivalent Convertible Preferred Stock ( 8 ) ( 8 ) ( 8 ) Class A Common Stock 948,395 948.395 I Through Deerfield Partners, L.P. ( 4 ) ( 5 ) Series A Common Stock Equivalent Convertible Preferred Stock ( 8 ) ( 8 ) ( 8 ) Class A Common Stock 1,816,446 1,816.446 I Through Deerfield Private Design Fund III, L.P. ( 4 ) ( 5 ) Warrant to Purchase Common Stock $ 1.1114 ( 9 ) 06/30/2030 Class A Common Stock 1,889,509 1,889,509 I Through Deerfield Partners, L.P. ( 4 ) ( 5 ) Warrant to Purchase Common Stock $ 1.1114 ( 9 ) 06/30/2030 Class A Common Stock 1,889,509 1,889,509 I Through Deerfield Private Design Fund III, L.P. ( 4 ) ( 5 ) Warrant to Purchase Common Stock $ 16.67 ( 9 ) 05/20/2029 Class A Common Stock 209,996 209,996 I Through Deerfield Private Design Fund III, L.P. ( 4 ) ( 5 ) Warrant to Purchase Common Stock $ 0.097 ( 9 ) 06/07/2028 Class A Common Stock 193,002 193,002 I Through Deerfield Private Design Fund III, L.P. ( 4 ) ( 5 ) Warrant to Purchase Common Stock $ 0.097 ( 9 ) 06/07/2028 Class A Common Stock 31,116 31,116 I Through Deerfield Partners, L.P. ( 4 ) ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flynn James E 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X Director by deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 345 PARK AVENUE SOUTH, 12TH FLOOR NEW YORK, NY10010 X Director by deputization Signatures /s/ Jonathan Isler, Attorney-in-Fact 06/20/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported shares of Common Stock were issued upon settlement of a restricted stock unit ("RSU"), originally granted to Andrew ElBardissi on June 16, 2022. Such RSU vested on June 16, 2023. ( 2 )The reported shares of Common Stock are issuable upon settlement of a RSU. The RSU is scheduled to vest as to all of the shares of Common Stock subject to the RSU on the first anniversary of the date of grant of such RSU, if on such date Andrew ElBardissi has remained in continuous service as a director. ( 3 )Andrew ElBardissi, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), serves as a director of the Issuer. The RSU and the option granted to Mr. ElBardissi and reported herein, together with any shares of Common Stock issued to Mr. ElBardissi upon settlement or exercise of any such RSU or option, are held for the benefit, and at the direction, of Deerfield Management. ( 4 )This Form 4 is being filed by the undersigned as well as the entity listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). James E. Flynn is the sole member of the general partner of Deerfield Management. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. ( 5 )Deerfield Management is the investment manager of Deerfield Partners, L.P. and Deerfield Private Design Fund III, L.P. ( 6 )The option was granted to Mr. ElBardissi on June 16, 2022 and vested and became exercisable as to all of the shares of Common Stock underlying such option on June 16, 2023. ( 7 )The option was granted to Mr. ElBardissi on June 15, 2023 and is scheduled to vest and become exercisable as to all of the shares of Common Stock underlying such option on the first anniversary of the date of grant of such option, if on such date the Andrew ElBardissi has remained in continuous service as a director. ( 8 )Each share of Series A Common Equivalent Preferred Stock is convertible at any time into 1,000 shares of Common Stock, subject to a beneficial ownership limitation. The ability of a holder to convert Series A Common Equivalent Preferred Stock into Common Stock is prohibited to the extent that, upon such conversion, such holder, its affiliates and other persons whose ownership of Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Common Stock then outstanding. ( 9 )Each warrant is currently exercisable.

Remarks: Andrew ElBardissi, a partner in Deerfield Management, serves as a director of the Issuer.Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 4 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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