Sec Form 4 Filing - Jensen Joseph @ TearLab Corp - 2020-07-09

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 Jensen Joseph 2. Issuer Name and Ticker or Trading Symbol TearLab Corp [ TEAR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 150 LA TERRAZA BLVD., STE 101 3. Date of Earliest Transaction (MM/DD/YY) 07/09/2020 (Street) ESCONDIDO,, CA92025 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 07/09/2020 U 22,540 D $ 0.0586 ( 1 ) 0 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 Warrant (right to purchase) $ 11.25 07/09/2020 U 6,666 ( 2 ) 05/09/2021 Common Stock 6,666 $ 243.29 ( 3 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Jensen Joseph 150 LA TERRAZA BLVD., STE 101 ESCONDIDO,, CA92025 X Chief Executive Officer Signatures /s/ Joseph Jensen 07/09/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the terms of the Agreement and Plan of Merger, dated May 11, 2020 (the "Merger Agreement"), among Accelmed Partners II LP, a Cayman Islands exempted limited partnership ("Buyer"), the Issuer and Accelmed Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Buyer, each issued and outstanding share of Issuer common stock and preferred stock (other than Cancelled Shares (as defined in the Merger Agreement)) was cancelled and automatically converted into the right to receive an amount equal to $0.0586 per share in cash, without interest and less any required withholding taxes, effective at the time of the Merger (as defined in the Merger Agreement). ( 2 )The warrant will be exercisable from the later of (i) stockholder approval to increase the authorized number of shares of common stock of the Issuer, and (ii) 12 months from the date of issuance and will expire five years from the date on which such warrant becomes exercisable. ( 3 )Pursuant to the terms of the Warrant Termination Agreement by and between the Reporting Person and the Issuer, effective July 7, 2020, immediately prior to the consummation of Merger, the warrant automatically terminated and the Reporting Person is entitled to receive a total payment of $243.29 in exchange for such cancellation, to be paid within five (5) days following the consummation of the Merger.

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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