Sec Form 4 Filing - HANSEN BRIAN B @ TANDEM DIABETES CARE INC - 2022-05-25

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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
HANSEN BRIAN B
2. Issuer Name and Ticker or Trading Symbol
TANDEM DIABETES CARE INC [ TNDM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & CHIEF COMMERCIAL OFFICER
(Last) (First) (Middle)
C/O TANDEM DIABETES CARE, INC., 11075 ROSELLE STREET
3. Date of Earliest Transaction (MM/DD/YY)
05/25/2022
(Street)
SAN DIEGO, CA92121
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 7,552 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 Unit( 1 ) ( 2 ) 05/25/2022 A 5,691 ( 3 ) ( 3 ) Common Stock 5,691 $ 0 5,691 D
Performance Stock Unit( 1 ) ( 4 ) 05/25/2022 A 5,523 ( 4 ) ( 4 ) Common Stock 5,523 $ 0 5,523 D
Stock Option( 1 ) $ 65.28 05/25/2022 A 8,544 ( 5 ) ( 6 ) Common Stock 8,544 $ 0 8,544 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HANSEN BRIAN B
C/O TANDEM DIABETES CARE, INC.
11075 ROSELLE STREET
SAN DIEGO, CA92121
EVP & CHIEF COMMERCIAL OFFICER
Signatures
s/ Rachel Malina, Attorney-in-Fact for Brian B. Hansen 05/27/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Awarded on May 25, 2022 pursuant to the Tandem Diabetes Care, Inc. 2013 Stock Incentive Plan, as amended, and the agreements related thereto (the "2013 Plan").
( 2 )Each restricted stock unit ("RSU") represents a contingent right to receive either one share of common stock of the Issuer or cash in lieu thereof, at the Issuer's discretion, in accordance with the terms of the2013 Plan.
( 3 )RSU vest as to thirty-three percent (33%) of the total number of shares subject to the RSU on the 15th day of the month that corresponds to the anniversary of the grant date, and the remaining shares shall vest in eight (8) equal quarterly installments thereafter, subject to the terms of the 2013 Plan.
( 4 )Each performance stock unit ("PSU") represents a contingent right to receive one share of Tandem Diabetes Care, Inc. (the "Company") common stock based upon the achievement of certain pre-defined performance metrics as of December 31, 2024 (the "Measurement Date"). The number of shares issued may range from 0% to 200 % of the amount specified above, based upon (i) Company's actual performance relative to the pre-defined performance metrics, and (ii) subject to the awardee's continuing service through the Measurement Date. If minimum performance metrics are not met, no PSU's will vest.
( 5 )The option shall vest as to thirty-three percent (33%) of the underlying shares on the one-year anniversary of the grant date, and the remaining shares shall vest in twenty-four (24) equal monthly installments thereafter, subject to the terms of the 2013 Plan.
( 6 )The expiration date for these options is 10 years from the date of grant.

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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