Sec Form 3 Filing - Ferrari Richard @ Tenon Medical, Inc. - 2022-04-26

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 Ferrari Richard 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 104 COOPER COURT 3. Date of Earliest Transaction (MM/DD/YY) 04/26/2022 (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 158,132 I See footnote( 1 )

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( 2 )( 3 ) $ 7.06 08/19/2021 07/19/2031 Common Stock 160,751 D Stock Options( 4 )( 5 ) $ 5.2 05/01/2021 05/01/2031 Common Stock 112,500 D Stock Options $ 0.62 06/19/2014 06/19/2024 Common Stock 13,670 I See footnote( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ferrari Richard 104 COOPER COURT LOS GATOS, CA95032 X Signatures /s/ Richard Ferrari 04/26/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of (i) 65,918 shares held by TCTIG, LLC for which Richard Ferrari has a 25% equity interest therein and has control over how TCTIG, LLC will vote 25% of the shares of common stock held by TCTIG, LLC and (ii) 92,214 shares of common stock issuable to Ferrari Family Trust, for which Richard Ferrari is the trustee, upon the automatic conversion of a convertible note on the closing of the initial public offering of Tenon Medical, Inc. to occur on April 29, 2022. ( 2 )Richard Ferrari was granted an option to purchase 321,502 shares (or 160,751 shares after the 1-for-2 reverse stock split was effectuated on April 6, 2022) of common stock at an exercise price of $3.53 (or $7.06 post-split) per share with a grant date of July 19, 2021, subject to monthly equal vesting over a three-year period commencing July 19, 2021. ( 3 )40,187 shares of common stock underlying stock options granted on July 19, 2021 have vested and are exercisable as of April 26, 2022. ( 4 )Richard Ferrari was granted an option to purchase 225,000 shares (or 112,500 shares after the 1-for-2 reverse stock split was effectuated on April 6, 2022) of common stock at an exercise price of $2.60 (or $5.20 post-split) per share with a grant date of May 1, 2021, subject to monthly equal vesting over a three-year period commencing January 1, 2021. ( 5 )46,875 shares of common stock underlying stock options granted on May 1, 2021 have vested and are exercisable as of April 26, 2022. ( 6 )Option shares held by TCTIG, LLC for which Richard Ferrari has a 25% equity interest therein and has control over how TCTIG, LLC will vote 25% of the shares of common stock held by TCTIG, LLC. TCTIG, LLC was granted an option to purchase 109,353 shares (or 54,677 shares after the 1-for-2 reverse stock split was effectuated on April 6, 2022) of common stock at an exercise price of $0.31 (or $0.62 post-split) per share with a grant date of June 19, 2014, which fully vested upon issuance.

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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