Sec Form 3 Filing - Vajdic Branislav @ HeartBeam, Inc. - 2021-11-10

Insider filing report for Changes in Beneficial Ownership
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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
Vajdic Branislav
2. Issuer Name and Ticker or Trading Symbol
HeartBeam, Inc. [ BEAT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
2118 WALSH AVE, SUITE 210
3. Date of Earliest Transaction (MM/DD/YY)
11/10/2021
(Street)
SANTA CLARA, CA95050
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
Common Stock 794,545( 1 ) D
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
Convertible Promissory Note ( 2 ) ( 2 ) ( 2 ) Common Stock 115,559 D
Common Stock warrant (right to buy) $ 2.75 ( 3 ) 02/11/2023 Common Stock 5,818 D
Common Stock warrant (right to buy) $ 0.0003 ( 4 ) 02/12/2023 Common Stock 363,636 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Vajdic Branislav
2118 WALSH AVE, SUITE 210
SANTA CLARA, CA95050
X Chief Executive Officer
Signatures
/s/ Branislav Vajdic 11/10/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )32,727 shares are held in the name of his spouse, Marijana Rakic.
( 2 )Represents $485,347.80 of outstanding principal and interest calculated through November 10, 2021. The note will convert into 115,559 shares of Common Stock upon the closing of the Issuer's initial public offering of Common Stock (the "IPO").
( 3 )All of the shares subject to the warrant are fully vested and exercisable as of the date hereof.
( 4 )The shares subject to the warrant are exercisable upon the earliest to occur of several events, including the closing of the IPO and the Issuer having a market capitalization of at least $50,000,000 for five consecutive business days.

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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