Sec Form 5 Filing - FOSTER STEVEN M @ Tenon Medical, Inc. - 2023-12-31

FORM 5 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 FOSTER STEVEN M 2. Issuer Name and Ticker or Trading Symbol Tenon Medical, Inc. [ TNON] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and President (Last) (First) (Middle) C/O TENON MEDICAL, INC., 104 COOPER COURT 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2023 (Street) LOS GATOS, CA95032 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 ( 1 ) 11/22/2023 C V 3,624 ( 1 ) A $ 2.02 9,631 D Common Stock ( 2 ) 11/27/2023 F V 901 D $ 2.0001 8,730 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 Restricted Stock Units ( 3 ) ( 3 ) ( 3 ) Common Stock 10,874 10,874 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FOSTER STEVEN M C/O TENON MEDICAL, INC. 104 COOPER COURT LOS GATOS, CA95032 X CEO and President Signatures /s/ Steven Foster 02/13/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of common stock were issued pursuant to the vesting of Restricted Stock Units. ( 2 )These shares were sold to pay tax liability associated with the vesting of Restricted Stock Units. ( 3 )Each Restricted Stock Unit represents the right to receive one share of Common Stock. These units are on a 3 year vesting schedule, for the first year they vest on an annual basis and thereafter they vest on a semi-annual basis. 21,746 (post-split) Restricted Stock Units were initially granted on May 12, 2022. 10,872 Restricted Stock Units vested as of December 31, 2023.

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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