Sec Form 4 Filing - ANDREEFF DANE @ HELIUS MEDICAL TECHNOLOGIES, INC. - 2021-05-25

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
ANDREEFF DANE
2. Issuer Name and Ticker or Trading Symbol
HELIUS MEDICAL TECHNOLOGIES, INC. [ HSDT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Interim President and CEO
(Last)
(First)
(Middle)
C/O HELIUS MEDICAL TECHNOLOGIES INC., 642 NEWTOWN YARDLEY ROAD SUITE 100
3. Date of Earliest Transaction (MM/DD/YY)
05/25/2021
(Street)
NEWTOWN, PA18940
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
Class A Common Stock 05/25/2021 A 937 ( 1 ) A $ 0 1,508 D
Class A Common Stock 47,054 I See footnote ( 2 )
Class A Common Stock 11,498 I See footnote ( 3 )
Class A Common Stock 29,009 I See footnote ( 4 )
Class A Common Stock 3,484 I See footnote ( 5 )
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) $ 13.3 05/25/2021 A 3,063 ( 6 ) 05/24/2031 Class A Common Stock 3,063 $ 0 3,063 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ANDREEFF DANE
C/O HELIUS MEDICAL TECHNOLOGIES INC.
642 NEWTOWN YARDLEY ROAD SUITE 100
NEWTOWN, PA18940
X Interim President and CEO
Signatures
/s/ Dane C. Andreeff 05/27/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Grant to the Reporting Person of restricted stock units ("RSUs") under the Issuer's 2018 Omnibus Incentive Plan. The RSUs vest in a series of twelve (12) successive equal monthly installments on the last day of each month so that all of the RSUs will be vested on the one-year anniversary of the grant date, subject to the Reporting Person's continued service through each applicable vesting period.
( 2 )The shares are held by Maple Leaf Partners, L.P. ("MLP"). The reporting person is the managing member of Maple Leaf Capital I, LLC ("Maple Leaf Capital"), the general partner of MLP and as such may be deemed to beneficially own the securities owned by MLP. The reporting person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.
( 3 )The shares are held by Maple Leaf Partners I, L.P. ("MLP I"). The reporting person is the managing member of Maple Leaf Capital, the general partner of MLP I and as such may be deemed to beneficially own the securities held by MLP I. The reporting person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.
( 4 )The shares are held by Maple Leaf Discovery I, L.P. ("MLD I"). The reporting person is the managing member of Maple Leaf Capital, the general partner of MLD I and as such may be deemed to beneficially own the securities held by MLD I. The reporting person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.
( 5 )The shares are held by Maple Leaf Offshore Ltd. ("MLO"). The reporting person is the president of the managing member of Andreeff Equity Advisors, L.L.C., the investment manager of MLO and as such may be deemed to beneficially own the securities held by MLO. The reporting person disclaims beneficial ownership over such shares except to the extent of his pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of the reported shares for purposes of Section 16 or for any other purposes.
( 6 )Grant to the Reporting Person of a stock option under the Issuer's 2018 Omnibus Incentive Plan. The options vest in a series of twelve (12) successive equal monthly installments on the last day of each month so that all of the options will be vested on the one-year anniversary of the grant date, subject to the Reporting Person's continued service through each applicable vesting period.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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