Sec Form 4 Filing - Ernst Jennifer @ Tivic Health Systems, Inc. - 2021-11-12

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 Ernst Jennifer 2. Issuer Name and Ticker or Trading Symbol Tivic Health Systems, Inc. [ TIVC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) 750 MENLO AVENUE, SUITE 200 3. Date of Earliest Transaction (MM/DD/YY) 11/12/2021 (Street) MENLO PARK, CA94025 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 11/12/2021 C 1,391( 1 ) A $ 0( 1 ) 1,172,891 D Common Stock 11/12/2021 C 26,986( 2 ) A $ 0( 2 ) 1,199,877 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 Series Seed-2 Convertible Preferred Stock ( 1 ) 11/12/2021 C 5,566 03/01/2021 ( 1 ) Common Stock 1,391 $ 0( 1 ) 0 D Convertible Promissory Note $ 3.75( 2 ) 11/12/2021 C ( 2 ) ( 3 ) Common Stock 26,986 $ 0( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ernst Jennifer 750 MENLO AVENUE SUITE 200 MENLO PARK, CA94025 X X Chief Executive Officer Signatures /s/ Jennifer Ernst 11/15/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares 5,566 shares of Series Seed-2 Convertible Preferred Stock held by the Reporting Person automatically converted into 1,391 shares of the Issuer's common stock on November 12, 2021 in connection with the Issuer's initial public offering (the "IPO"). The Series Seed-2 Convertible Preferred Stock had no expiration date. ( 2 )On November 12, 2021, in connection with the Issuer's IPO, the outstanding principal and accrued but unpaid interest of the Convertible Promissory Note (the "Note"), amounting to $100,000 and $1,200, respectively, automatically converted into an aggregate of 26,986 shares of the Issuer's common stock at a conversion price of $3.75 per share, which conversion price was equal to the IPO price per share of the issuer's common stock, less a 25% discount. ( 3 )The Note was scheduled to mature on June 1, 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).

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