Sec Form 4 Filing - Brunelle Anna @ Ouster, Inc. - 2022-03-15

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Brunelle Anna 2. Issuer Name and Ticker or Trading Symbol Ouster, Inc. [ OUST] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 350 TREAT AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 03/15/2022 (Street) SAN FRANCISCO, CA94110 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 03/15/2022 M 34,120( 1 ) A $ 0( 1 ) 1,509,452( 2 ) D Common Stock 03/16/2022 S 11,817( 3 ) D $ 3.16 1,497,635 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 Restricted Stock Units ( 1 ) 03/15/2022 M 34,120 ( 2 ) ( 2 ) Common Stock 34,120 $ 0 0( 1 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Brunelle Anna 350 TREAT AVENUE SAN FRANCISCO, CA94110 Chief Financial Officer Signatures /s/ Anna S. Brunelle 03/16/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock at $0.00. 34,120 RSUs vested into shares of common stock on March 15, 2022. ( 2 )The reporting person previously reported certain awards of RSUs in Table II of Form 4, but has elected to report them in Table I going forward. The total reported in Column 5 of Table I has been updated to include 102,360 RSUs that would have otherwise been reported in Column 9 of Table II from an original grant of 136,480 RSUs granted on July 13, 2021, The 102,360 RSUs will vest in 12 equal installments on each quarterly anniversary following March 15, 2022, subject to the reporting person's continued service with the Issuer through each applicable vesting date. ( 3 )Reflects shares sold to cover withholding taxes incurred upon the settlement of RSUs in a trade that was initiated by the issuer on the reporting person's behalf pursuant to terms of the applicable RSU agreement..

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).

** 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 Number.