Sec Form 3 Filing - Bonita David P @ Acutus Medical, Inc. - 2020-08-05

Insider filing report for Changes in Beneficial Ownership
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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
Bonita David P
2. Issuer Name and Ticker or Trading Symbol
Acutus Medical, Inc. [ AFIB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ACUTUS MEDICAL, INC., 2210 FARADAY AVE., SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
08/05/2020
(Street)
CARLSBAD, CA92008
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
Series B Convertible Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock 872,302 I See footnotes ( 2 ) ( 4 )
Series B Convertible Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock 673,123 I See footnotes ( 2 ) ( 4 )
Series C Convertible Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock 647,582 I See footnotes ( 2 ) ( 4 )
Series C Convertible Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock 899,985 I See footnotes ( 3 ) ( 4 )
Series D Convertible Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock 389,116 I See footnotes ( 2 ) ( 4 )
Series D Convertible Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock 1,202,117 I See footnotes ( 2 ) ( 4 )
Series D Convertible Preferred Stock $ 0 ( 1 ) ( 1 ) Common Stock 378,733 I See footnotes ( 3 ) ( 4 )
Warrant (right to buy) $ 0.097 ( 5 ) 06/07/2028 Common Stock 60,339 I See footnotes ( 2 ) ( 4 )
Warrant (right to buy) $ 0.097 ( 5 ) 06/07/2028 Common Stock 62,232 I See footnotes ( 3 ) ( 4 )
Warrant (right to buy) $ 16.67 ( 6 ) 05/20/2029 Series D Convertible Preferred Stock ( 6 ) 209,996 I See footnotes ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bonita David P
C/O ACUTUS MEDICAL, INC.
2210 FARADAY AVE., SUITE 100
CARLSBAD, CA92008
X X
Signatures
/s/ Charlie Piscitello as attorney-in-fact for David P. Bonita 08/05/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each of the Series B Convertible Preferred Stock, Series C Convertible Preferred Stock and Series D Convertible Preferred Stock is convertible into the Issuer's Common Stock on a one-for-one basis for no additional consideration and has no expiration date.
( 2 )These securities are held of record by OrbiMed Private Investments IV, LP ("OPI IV"). OrbiMed Capital GP IV LLC ("GP IV") is the general partner of OPI IV. OrbiMed Advisors LLC ("OrbiMed Advisors"), a registered investment adviser under the Investment Advisers Act of 1940, is the managing member of GP IV. The Reporting Person is a member of OrbiMed Advisors. By virtue of such relationships, GP IV and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by OPI IV and as a result may be deemed to have beneficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by OPI IV.
( 3 )These securities are held of record by OrbiMed Royalty Opportunities II, LP ("ORO II"). OrbiMed ROF II LLC ("ROF II") is the general partner of ORO II. OrbiMed Advisors, a registered investment adviser under the Investment Advisers Act of 1940, is the managing member of ROF II. The Reporting Person is a member of OrbiMed Advisors. By virtue of such relationships, ROF II and OrbiMed Advisors may be deemed to have voting and investment power over the securities held by ORO II and as a result may be deemed to have bene ficial ownership over such securities. OrbiMed Advisors exercises voting and investment power through a management committee comprised of Carl L. Gordon, Sven H. Borho, and Jonathan T. Silverstein, each of whom disclaims beneficial ownership of the shares held by ORO II.
( 4 )Each of GP IV, ROF II, OrbiMed Advisors and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Exchange Act, except to the extent of its pecuniary interest therein, if any. This report on Form 3 shall not be deemed an admission that the Reporting Person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. The Reporting Person was designated as a representative by OrbiMed Advisors to serve on the Issuer's board of directors.
( 5 )Each warrant is currently exercisable for shares of the Issuer's Common Stock.
( 6 )Each warrant is exercisable for shares of Series D Convertible Preferred Stock at an exercise price of $16.67 per share of Series D Convertible Preferred Stock, which is convertible into a like number of shares of the Issuer's Common Stock (see footnote 1). Upon the closing of the Issuer's initial public offering, each warrant will automatically convert into a warrant to purchase a like number of shares of the Issuer's Common Stock, without any further adjustment to the exercise price.

Remarks:
Exhibit List - Exhibit 24 - Power of Attorney

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