Sec Form 4 Filing - O'Connor Daniel J. @ Larkspur Health Acquisition Corp. - 2022-01-06

Insider filing report for Changes in Beneficial Ownership
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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
O'Connor Daniel J.
2. Issuer Name and Ticker or Trading Symbol
Larkspur Health Acquisition Corp. [ LSPR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
100 SOMERSET CORPORATE BLVD., 2ND FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/06/2022
(Street)
BRIDGEWATER, NJ08807
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( 1 ) 01/06/2022 J( 1 ) 42,005 A $ 0 42,005 I See Footnote( 2 )
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
Class B common stock( 3 ) ( 3 ) 01/06/2022 J( 3 ) 23,404( 4 ) ( 3 ) ( 3 ) Class A common stock 23,404 $ 0 201,239 I( 2 ) See Footnote
Class B common stock( 3 ) ( 3 ) 01/06/2022 J( 3 ) 609( 5 ) ( 3 ) ( 3 ) Class A common stock 609 $ 0 201,848 I( 2 ) See Footnote
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
O'Connor Daniel J.
100 SOMERSET CORPORATE BLVD., 2ND FLOOR
BRIDGEWATER, NJ08807
X Chief Executive Officer
Signatures
/s/ Daniel O'Connor 03/10/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are underlying units (each unit consisting of one share of Class A common stock and three-fourths of one warrant, each whole warrant exercisable to purchase one share of Class A common stock) acquired in a private placement by the Larkspur Health LLC (the "Sponsor") in connection with the issuer's initial public offering and subsequent partial exercise of the underwriters' over-allotment option. The above refers to the shares of Class A common stock included in the units purchased.
( 2 )The shares represent those owned by Mr. O'Connor, a member of Larkspur Health LLC based on his pro rata share of ownership of Larkspur Health LLC.
( 3 )As described in the Issuer's registration statement on Form S-1 (File No. 333-256056) (the "Registration Statement") under the section entitled "Description of Securities - Founder Shares," the shares of Class B Common Stock, par value $0.0001 per share, will automatically be converted into shares of Class A Common Stock, par value $0.0001 per share, at the time of the Issuer's initial business combination, on a one-for-one basis, subject to certain adjustment described therein, and have no expiration date
( 4 )As contemplated in connection with the initial public offering of the Issuer, 22,343 shares of Class B common stock of the Issuer were forfeited for no consideration and cancelled because the underwriters of the Issuer's initial public offering did not exercise their over-allotment option in full, as described in the Issuer's Registration Statement.
( 5 )In connection with the partial exercise of the underwriters' over-allotment option, A.G.P./Alliance Global Partners transferred 3,427 shares to the Sponsor for no consideration.

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