Sec Form 4 Filing - Wells David R. @ Heart Test Laboratories, Inc. - 2023-03-20

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 Wells David R. 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O HEART TEST LABORATORIES, INC.,, 550 RESERVE STREET, SUITE 360 3. Date of Earliest Transaction (MM/DD/YY) 03/20/2023 (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

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 Director Stock Option (Right to Buy) $ 0.97 ( 1 ) 03/20/2023 A 50,000 ( 2 ) 03/20/2033( 3 ) Common Stock 50,000 ( 1 ) 50,000 D

Director Reporting Owners Reporting Owner Name / Address Relationships 10% Owner Officer Other Wells David R. C/O HEART TEST LABORATORIES, INC., 550 RESERVE STREET, SUITE 360 SOUTHLAKE, TX76092 X Signatures /s/ Andrew Simpson, Attorney-In-Fact 03/22/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These options were granted to the Reporting Person effective as of March 20, 2023 (the "Effective Date"), pursuant to the approval of the Issuer's board of directors (the "Board") on March 20, 2023. ( 2 )The options shall vest in four equal increments, with the first tranche of the options vesting on June 20, 2023 (the "Initial Vesting Date"), with an additional one-fourth of the options vesting on each successive three-month anniversary of the Initial Vesting Date, subject to the Reporting Person's continued service on the Board through each applicable vesting date and subject to the terms of the Issuer's 2023 Equity Incentive Plan (the "2023 Plan"). ( 3 )These options expire ten years from the Effective Date, unless terminated sooner in accordance with the 2023 Plan or the underlying options grant agreement.

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.
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