Sec Form 3 Filing - Simpson Andrew @ Heart Test Laboratories, Inc. - 2022-06-14

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 Simpson Andrew 2. Issuer Name and Ticker or Trading Symbol Heart Test Laboratories, Inc. [ HSCS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) 550 RESERVE STREET, SUITE 360 3. Date of Earliest Transaction (MM/DD/YY) 06/14/2022 (Street) SOUTHLAKE, TX76092 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 436,476 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 Warrants $ 2.89 11/17/2021 10/12/2026 Common Stock 30 D Warrants $ 3.47 06/28/2013 06/28/2023 Common Stock 265 D Warrants $ 3.47 08/23/2013 08/23/2023 Common Stock 758 D Series C Convertible Preferred Stock $ 6.59 ( 1 ) ( 1 ) Common Stock 23,216 D Employee Stock Option (Right to Buy) $ 12.21 ( 2 ) 05/01/2026 Common Stock 18,939 D Employee Stock Option (Right to Buy) $ 12.21 ( 3 ) 05/01/2026 Common Stock 3,788 D Employee Stock Option (Right to Buy) $ 15.18 ( 4 ) 03/14/2028 Common Stock 7,576 D Employee Stock Option (Right to Buy) $ 15.18 ( 5 ) 03/14/2028 Common Stock 7,576 D Employee Stock Option (Right to Buy) $ 15.18 ( 6 ) 03/14/2028 Common Stock 7,576 D Employee Stock Option (Right to Buy) $ 15.18 ( 7 ) 11/01/2028 Common Stock 7,576 D Employee Stock Option (Right to Buy) $ 15.18 ( 8 ) 11/01/2028 Common Stock 7,576 D Employee Stock Option (Right to Buy) $ 15.18 ( 9 ) 11/01/2028 Common Stock 7,576 D Employee Stock Option (Right to Buy) $ 1.29 ( 10 ) 09/01/2029 Common Stock 22,727 D Employee Stock Option (Right to Buy) $ 1.29 ( 11 ) 09/01/2029 Common Stock 30,303 D Employee Stock Option (Right to Buy) $ 1.29 ( 12 ) 11/06/2030 Common Stock 26,515 D Employee Stock Option (Right to Buy) $ 1.29 ( 13 ) 11/06/2030 Common Stock 26,515 D Employee Stock Option (Right to Buy) $ 3.47 ( 14 ) 03/01/2032 Common Stock 26,515 D Employee Stock Option (Right to Buy) $ 3.47 ( 15 ) 03/01/2032 Common Stock 26,515 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Simpson Andrew 550 RESERVE STREET, SUITE 360 SOUTHLAKE, TX76092 X See Remarks Signatures /s/ Andrew Simpson 06/14/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The Convertible Preferred Stock may be converted at any time, at the Holder's election and there is no expiration. The conversion ratio is 3.7954 shares of Common Stock for each share of Series C Preferred Stock. ( 2 )The entire option has become fully-vested and may be exercised at any time at the Holder's election. ( 3 )The option becomes fully-vested and may be exercised at any time at Holder's election upon the achievement of performance-based criteria related to approval by the U.S. Food and Drug Administration of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied. ( 4 )The option becomes fully-vested and may be exercised at any time at Holder's election upon the achievement of performance-based criteria related to approval by the U.S. Food and Drug Administration of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied. ( 5 )The option becomes fully-vested and may be exercised at any time at Holder's election upon the Company having one calendar quarter of positive EBITDA. As of the date of this filing, the performance-based criteria have not been satisfied ( 6 )The option becomes fully-vested and may be exercised at any time at Holder's election upon the sale of a specified number of units of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied. ( 7 )The option becomes fully-vested and may be exercised at any time at Holder's election upon the achievement of performance-based criteria related to approval by the U.S. Food and Drug Administration of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied. ( 8 )The option becomes fully-vested and may be exercised at any time at Holder's election upon the Company having one calendar quarter of positive EBITDA. As of the date of this filing, the performance-based criteria have not been satisfied. ( 9 )The option becomes fully-vested and may be exercised at any time at Holder's election upon the sale of a specified number of units of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied. ( 10 )The option becomes fully-vested and may be exercised at any time at Holder's election upon the achievement of performance-based criteria related to approval by the U.S. Food and Drug Administration of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied. ( 11 )The entire option has become fully-vested and may be exercised at any time at the Holder's election. ( 12 )The option becomes fully-vested and may be exercised at any time at Holder's election upon the achievement of performance-based criteria related to approval by the U.S. Food and Drug Administration of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied. ( 13 )The option becomes fully-vested and may be exercised at any time at Holder's election upon the receipt of at least $15 million pursuant to the Company's sale of debt or equity securities or borrowings from any debt financing source. As of the date of this filing, the performance-based criteria have not been satisfied. ( 14 )The entire option has become fully-vested and may be exercised at any time at the Holder's election. ( 15 )The option becomes fully-vested and may be exercised at any time at Holder's election upon the achievement of performance-based criteria related to approval by the U.S. Food and Drug Administration of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied.

Remarks: Chairman of the Board, President and Chief Executive Officer

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