Sec Form 3 Filing - Wahlstrom Mats @ TriSalus Life Sciences, Inc. - 2023-08-10

Insider filing report for Changes in Beneficial Ownership
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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
Wahlstrom Mats
2. Issuer Name and Ticker or Trading Symbol
TriSalus Life Sciences, Inc. [ TLSI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
6272 W. 91ST AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
08/10/2023
(Street)
WESTMINSTER, CO80031
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 1,254,259 ( 1 ) I By Leonard Capital LLC ( 2 )
Common Stock 1,370,028 ( 1 ) I By HW Investment Partners, LLC ( 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 Option (right to buy) $ 2.03 ( 4 ) 07/20/2027 Common Stock 7,415 ( 1 ) D
Stock Option (right to buy) $ 1.22 ( 5 ) 07/23/2028 Common Stock 2,471 ( 1 ) D
Stock Option (right to buy) $ 1.22 ( 6 ) 02/25/2029 Common Stock 4,943 ( 1 ) D
Stock Option (right to buy) $ 1.22 ( 7 ) 04/23/2029 Common Stock 2,471 ( 1 ) D
Stock Option (right to buy) $ 0.41 ( 8 ) 04/21/2030 Common Stock 10,156 ( 1 ) D
Stock Option (right to buy) $ 0.41 ( 8 ) 10/05/2030 Common Stock 8,940 ( 1 ) D
Stock Option (right to buy) $ 0.41 ( 9 ) 04/20/2031 Common Stock 3,954 ( 1 ) D
Stock Option (right to buy) $ 2.43 ( 10 ) 11/02/2031 Common Stock 9,081 ( 1 ) D
Stock Option (right to buy) $ 2.43 ( 11 ) 07/12/2032 Common Stock 86,514 ( 1 ) D
Series A Convertible Preferred Stock $ 10 ( 12 ) ( 12 ) Common Stock 50,000 I By Leonard Capital LLC ( 2 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wahlstrom Mats
6272 W. 91ST AVENUE
WESTMINSTER, CO80031
X X
Signatures
/s/ Sean Murphy, Attorney-in-Fact for Mats Wahlstrom 08/14/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The securities reported herein were acquired by the Reporting Person in connection with the Merger (as defined in that certain Agreement and Plan of Merger, dated as of November 11, 2022, as amended, by and among the Issuer, MTAC Merger Sub, Inc., and TriSalus Operating Life Sciences, Inc.). The Reporting Person was appointed as a director of the Issuer effective immediately after the effective time of the Merger.
( 2 )The Reporting Person shares voting and investment discretion with his spouse with respect to the shares held directly by Leonard Capital LLC.
( 3 )The Reporting Person is a managing member of HW Investment Partners, LLC ("HW Investment") and shares voting and investment discretion with respect to the shares held directly by HW Investment. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
( 4 )The shares subject to this stock option became fully vested on July 21, 2021.
( 5 )The shares subject to this stock option became fully vested on January 1, 2020.
( 6 )The shares subject to this stock option became fully vested on February 26, 2022.
( 7 )The shares subject to this stock option became fully vested on April 24, 2021.
( 8 )The shares subject to this stock option vest in 48 equal monthly installments from the vesting commencement date of April 22, 2020, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.
( 9 )The shares subject to this option shall vest in equal quarterly installments over three years, with 1/12th of the total number of shares subject to the option vesting on each quarterly anniversary of the vesting commencement date of January 1, 2021, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.
( 10 )The shares subject to this stock option vest in 48 equal monthly installments from the vesting commencement date of November 3, 2021, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.
( 11 )Twenty-five percent of the shares subject to the option vested on June 17, 2023, the first anniversary of the vesting commencement date, and the remainder vests in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.
( 12 )The Series A Convertible Preferred Stock ("Preferred Stock") is convertible, in whole or in part, into 50,000 shares of Common Stock of the Issuer (based on an initial conversion price of $10.00 per share, which is subject to adjustment upon the occurrence of certain events, the "Conversion Price") at any time, at the Reporting Person's election. The number of shares of the Issuer's Common Stock received per share of Preferred Stock upon conversion equals the sum of (A) $10.00 (as adjusted upon the occurrence of certain events) and (B) any accrued, unpaid annual dividends, divided by the Conversion Price, with cash in-lieu of fractional shares. All then outstanding shares of Preferred Stock willautomatically convert into shares of the Issuer's Common Stock on August 10, 2027.

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