Sec Form 4 Filing - Flynn James E @ Acutus Medical, Inc. - 2020-08-05

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 Flynn James E 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) X __ Other (specify below) Director by Deputization (Last) (First) (Middle) 780 THIRD AVENUE, 37TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 08/05/2020 (Street) NEW YORK, NY10017 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 08/05/2020 A 2,222 ( 6 ) A $ 0 2,222 ( 6 ) I Through Deerfield Management Company, L.P. ( 1 ) ( 2 ) ( 3 ) Common Stock 08/10/2020 C 449,992 A 449,992 I Through Deerfield Partners, L.P. ( 2 ) ( 3 ) Common Stock 08/10/2020 C 1,199,980 A 1,199,980 I Through Deerfield Private Design Fund III, L.P. ( 2 ) ( 3 ) Common Stock 08/10/2020 C 189,366 A 639,358 I Through Deerfield Partners, L.P. ( 2 ) ( 3 ) Common Stock 08/10/2020 C 1,002,464 A 2,202,444 I Through Deerfield Private Design Fund III, L.P. ( 2 ) ( 3 ) Common Stock 08/10/2020 P 944,444 A $ 18 1,583,802 I Through Deerfield Partners, L.P. ( 2 ) ( 3 ) Common Stock 08/10/2020 P 555,556 A $ 18 2,758,000 I Through Deerfield Private Design Fund III, L.P. ( 2 ) ( 3 )

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 Options (Right to Buy) $ 18 08/05/2020 A 12,454 ( 7 ) 08/05/2030 Common Stock 12,454 $ 0 12,454 I Through Deerfield Management Company, L.P. ( 1 ) ( 2 ) ( 3 ) Series C Preferred Stock ( 4 ) 08/10/2020 C 449,992 ( 4 ) ( 4 ) Common Stock 449,992 ( 4 ) 0 I Through Deerfield Partners, L.P. ( 2 ) ( 3 ) Series C Preferred Stock ( 4 ) 08/10/2020 C 1,199,980 ( 4 ) ( 4 ) Common Stock 1,199,980 ( 4 ) 0 I Through Deerfield Private Design Fund III, L.P. ( 2 ) ( 3 ) Series D Preferred Stock ( 5 ) 08/10/2020 C 189,366 ( 5 ) ( 5 ) Common Stock 189,366 ( 5 ) 0 I Through Deerfield Partners, L.P. ( 2 ) ( 3 ) Series D Preferred Stock ( 5 ) 08/10/2020 C 1,002,464 ( 5 ) ( 5 ) Common Stock 1,002,464 ( 5 ) 0 I Through Deerfield Private Design Fund III, L.P. ( 2 ) ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flynn James E 780 THIRD AVENUE 37TH FLOOR NEW YORK, NY10017 X X Director by Deputization Deerfield Mgmt III, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY10017 X X Director by Deputization DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C) 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY10017 X X Director by Deputization Deerfield Private Design Fund III, L.P. 780 THIRD AVENUE, 37TH FLOOR NEW YORK, NY10017 X X Director by Deputization Deerfield Mgmt L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK, NY10017 X X Director by Deputization DEERFIELD PARTNERS, L.P. 780 THIRD AVENUE 37TH FLOOR NEW YORK, NY10017 X X Director by Deputization Signatures /s/ Jonathan Isler, Attorney-in-Fact 08/12/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Andrew ElBardissi, a partner in Deerfield Management Company, serves as a director of the Issuer. The common stock and options owned by Andrew El Bardissi and reported herein are held for the benefit, and at the direction, of Deerfield Management Company, L.P. ( 2 )This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt III, L.P. is the general partner of Deerfield Private Design Fund III, L.P. ("Fund III"). Deerfield Mgmt, L.P. is the general partner of Deerfield Partners, L.P. (collectively with Fund III, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P. and Deerfield Management Company, L.P. ( 3 )In accordance with Instruction 4(b)(iv) to Form 4, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise. ( 4 )Each share of Series C Preferred Stock automatically converted into one share of the Issuer's common stock (after giving effect to the 1-for-9.724 reverse split of the Issuer's common stock and preferred stock effected by the Issuer on July 28, 2020) upon the closing of the Issuer's initial public offering. ( 5 )Each share of Series D Preferred Stock automatically converted into one share of the Issuer's common stock (after giving effect to the 1-for-9.724 reverse split of the Issuer's common stock and preferred stock effected by the Issuer on July 28, 2020) upon the closing of the Issuer's initial public offering. ( 6 )These shares of Common Stock vest over three years from August 5, 2020, with 1/3 vesting on each of the first three anniversaries of the vesting commencement date, subject to Andrew ElBardissi's continued service through each such vesting date. ( 7 )This option vests over three years from August 5, 2020, with 1/3 vesting on the first anniversary of the vesting commencement date, and the remainder vesting in 24 equal monthly installments, subject to Andrew ElBardissi's continued service through each such vesting date.

Remarks: Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Proteon Therapeutics, Inc. filed with the Securities and Exchange Commission on August 4, 2017 by Deerfield Special Situations Fund, L.P., Deerfield Partners, L.P., Deerfield International Master Fund, L.P., Deerfield Private Design Fund III, L.P., Deerfield Private Design Fund IV, L.P., Deerfield Mgmt, L.P., Deerfield Mgmt III, L.P., Deerfield Mgmt IV, L.P., Deerfield Management Company, L.P., and James E. Flynn.

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).

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