Sec Form 3 Filing - SMC Holdings II, LP @ ProSomnus, Inc. - 2023-09-20

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 SMC Holdings II, LP 2. Issuer Name and Ticker or Trading Symbol ProSomnus, Inc. [ OSA] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O SPRING MOUNTAIN CAPITAL, LP, 650 MADISON AVE., 20TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 09/20/2023 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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, par value $0.001 246,068 D ( 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 Warrant to purchase Common Stock $ 11.5 01/05/2023 12/06/2027 Common Stock 296,456 D ( 1 ) Series A Preferred Stock $ 1 09/20/2023 ( 2 ) Common Stock 961,846 ( 3 ) D ( 1 ) Subordinated Secured Convertible Notes Due April 6, 2026 $ 5.2 ( 4 ) 04/06/2026 Common Stock 626,260 D ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMC Holdings II, LP C/O SPRING MOUNTAIN CAPITAL, LP 650 MADISON AVE., 20TH FLOOR NEW YORK, NY10022 X SMC Holdings II G.P., LLC C/O SPRING MOUNTAIN CAPITAL, LP 650 MADISON AVE., 20TH FLOOR NEW YORK, NY10022 X Steffens John C/O SPRING MOUNTAIN CAPITAL, LP 650 MADISON AVE., 20TH FLOOR NEW YORK, NY10022 X Ho Gregory P. C/O SPRING MOUNTAIN CAPITAL, LP 650 MADISON AVE., 20TH FLOOR NEW YORK, NY10022 X Signatures SMC Holdings II, LP, by SMC Holdings II G.P., LLC, as its general partner By: /s/ Gregory P. Ho 10/23/2023 Signature of Reporting Person Date SMC Holdings II G.P., LLC, but Gregory P. Ho, as Managing Member By: /s/ Gregory P. Ho 10/23/2023 Signature of Reporting Person Date /s/ John L. Steffens 10/23/2023 Signature of Reporting Person Date /s/ Gregory P. Ho 10/23/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported securities are directly owned by SMC Holdings II, LP, a Delaware limited partnership ("Holdings"), and may be deemed to be indirectly beneficially owned by SMC Holdings II G.P., LLC, a Delaware limited liability company ("Holdings GP"), as general partner of Holdings. The reported securities may also be deemed to be indirectly beneficially owned by each of John L. Steffens and Gregory P. Ho, as the managing members of Holdings GP. Each of Holdings GP, Mr. Steffens and Mr. Ho disclaims beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that he or it is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. ( 2 )The Series A Preferred Stock ("Series A Stock") is perpetual and therefore has no expiration date. ( 3 )On September 20, 2023, the Issuer entered into a Securities Purchase Agreement (the "SPA") with Holdings and the other investors named therein, pursuant to which Holdings purchased an aggregate of 3,000 shares of Series A Stock, with 2,400 shares of Series A Stock being purchased at a closing on September 20, 2023 and 600 shares of Series A Stock purchased at a closing on October 20, 2023. Each share of Series A Stock is convertible into 1,000 shares of the common stock of the Issuer ("Common Stock"). Prior to the date on which the Issuer obtains stockholder approval for all of the Common Stock issuable in respect of the convertible securities issued pursuant to or contemplated by the SPA ("Stockholder Approval"), Holdings may only convert its shares of Series A Stock into an aggregate of 961,846 shares of Common Stock. ( 4 )The notes are currently exercisable.

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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