Sec Form 3 Filing - Chambers Rebecca @ Outset Medical, Inc. - 2020-09-14

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 Chambers Rebecca 2. Issuer Name and Ticker or Trading Symbol Outset Medical, Inc. [ OM] 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) 3052 ORCHARD DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/14/2020 (Street) SAN JOSE, CA95134 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 Stock Option (Right to Buy) $ 6.24 ( 1 ) 09/10/2029 Common Stock 144,653 D Performance Stock Option (Right to Buy) $ 6.24 ( 2 ) 09/10/2029 Common Stock 120,545 D Performance Stock Option (Right to Buy) $ 6.24 ( 3 ) 09/10/2029 Common Stock 96,436 D Performance Stock Option (Right to Buy) $ 6.24 ( 4 ) 09/10/2029 Common Stock 62,025 D Performance Stock Option (Right to Buy) $ 8.61 ( 5 ) 02/03/2030 Common Stock 98,174 D Stock Option (Right to Buy) $ 8.61 ( 6 ) 02/03/2030 Common Stock 147,261 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Chambers Rebecca 3052 ORCHARD DRIVE SAN JOSE, CA95134 Chief Financial Officer Signatures /s/ LeeAnn Linck, attorney-in-fact for Rebecca Chambers 09/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option vests 25% on June 3, 2020, and then in 36 equal monthly installments thereafter, subject to the reporting person's continued employment through the applicable vesting date. ( 2 )This option vests if and to the extent that (i) the sum of (A) the 30-day closing price trading average of one share of common stock of the Issuer ("Share") and (B) the aggregate amount of cash distributed with respect to one Share (the "Aggregate Cash Distributions") is equal to or greater than $28.52 (reduced to $20.46 in 2020) on any day following the expiration of the post-offering lock-up period or (ii) the sum of (X) the value of all consideration that is distributable with respect to one Share in connection with a "Corporate Event" (as defined in the Outset Medical, Inc. Amended and Restated 2010 Stock Incentive Plan (the "2010 Plan")) and (Y) the Aggregate Cash Distributions is equal to or greater than $28.52 (reduced to $20.46 in 2020) as of the effective date of such Corporate Event. ( 3 )This option vests if and to the extent that (i) the sum of (A) the 30-day closing price trading average of one Share and (B) the Aggregate Cash Distributions is equal to or greater than $20.46 (reduced to $19.12 in 2020) on any day following the expiration of the post-offering lock-up period or (ii) the sum of (X) the value of all consideration that is distributable with respect to one Share in connection with a Corporate Event and (Y) the Aggregate Cash Distributions is equal to or greater than $20.46 (increased to $20.86 in 2020) as of the effective date of such Corporate Event. ( 4 )This option vests (i) 50% if and to the extent that the sum of (A) the closing trading price of one Share and (B) the Aggregate Cash Distributions is equal to or greater than $28.52 on any day following the effective date of an initial public offering and 50% on the one-year anniversary of the date on which such goal is achieved or (ii) 50% if the sum of (X) the value of all consideration that is distributable with respect to one Share in connection with a Corporate Event and (Y) the Aggregate Cash Distributions is equal to or greater than $21.41 as of the effective date of such Corporate Event and 100% if the sum of the amounts in clauses (X) and (Y) equals or exceeds $28.52. The number of shares shown represents the full number of shares subject to the option, which may vest at a lower amount based on the achievement of the applicable performance goals. ( 5 )This option vests if and to the extent that (i) the sum of (A) the 30-day closing price trading average of one Share and (B) the Aggregate Cash Distributions is equal to or greater than $19.12 on any day following the expiration of the post-offering lock-up period or (ii) the sum of (X) the value of all consideration that is distributable with respect to one Share in connection with a Corporate Event and (Y) the Aggregate Cash Distributions is equal to or greater than $20.86 as of the effective date of such Corporate Event. ( 6 )This option vests in 48 equal monthly installments beginning on March 3, 2020, subject to the reporting person's continued employment through the applicable vesting date.

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).

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