Sec Form 4 Filing - Shameze Rampertab @ ASENSUS SURGICAL, INC. - 2022-02-04

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Shameze Rampertab 2. Issuer Name and Ticker or Trading Symbol ASENSUS SURGICAL, INC. [ ASXC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Chief Financial Officer (Last) (First) (Middle) C/O ASENSUS SURGICAL, INC., 1 TW ALEXANDER DRIVE, SUITE 160 3. Date of Earliest Transaction (MM/DD/YY) 02/04/2022 (Street) DURHAM, NC27703 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 02/04/2022 M 98,608 A $ 0 110,717 D Common Stock 02/04/2022 F( 1 ) 26,711 D $ 0.8 84,006 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 Stock Options $ 0.8 02/04/2022 A 222,500 ( 2 ) 02/04/2029 Common Stock 222,500 $ 0 222,500 D Restricted Stock Units( 3 ) $ 0 02/04/2022 A 187,250 ( 4 ) ( 4 ) Common Stock 187,250 $ 0 187,250 D Restricted Stock Units( 5 ) $ 0 02/04/2022 A 187,250 ( 6 ) ( 6 ) Common Stock 187,250 $ 0 187,250 D Restricted Stock Units( 3 ) $ 0 02/04/2022 A 84,270 ( 7 ) ( 7 ) Common Stock 84,270 $ 0 84,270 D Restricted Stock Units( 3 ) $ 0 02/04/2022 M 19,704 ( 8 ) ( 8 ) Common Stock 19,704 $ 0 39,408 D Restricted Stock Units( 5 ) $ 0 02/04/2022 M 19,704 ( 9 ) ( 9 ) Common Stock 19,704 $ 0 39,408 D Restricted Stock Units( 3 ) $ 0 02/04/2022 M 59,200 ( 10 ) ( 10 ) Common Stock 59,200 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Shameze Rampertab C/O ASENSUS SURGICAL, INC. 1 TW ALEXANDER DRIVE, SUITE 160 DURHAM, NC27703 EVP, Chief Financial Officer Signatures /s/ Joshua Weingard, as attorney-in-fact for Shameze Rampertab 02/07/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction represents the payment of a tax liability on the lapse of forfeiture restrictions on a derivative security and acquisition of the underlying shares. ( 2 )Vests one-third annually on each of February 4, 2023, 2024 and 2025, subject to acceleration as set forth in the Registrant's Amended and Restated Incentive Compensation Plan ("Plan") and the Reporting Person's Employment Agreement with the Registrant ("Employment Agreement"). ( 3 )Each restricted stock unit ("RSU") represents the right to receive one share of the Registrant's common stock. ( 4 )Forfeiture restrictions will lapse on the RSUs in three equal installments on each of February 4, 2023, 2024 and 2025, as long as the Reporting Person remains in continuous service during the vesting period, subject to acceleration as set forth in the Plan and the Employment Agreement. ( 5 )Each performance-based restricted stock unit ("PRSU") represents the right to receive one share of the Registrant's common stock. ( 6 )PRSU award with time-based vesting in three equal installments on each of February 4, 2023, 2024 and 2025, and performance-based vesting only if designated corporate goals are met. ( 7 )Represents a discretionary retention bonus. Forfeiture restrictions will lapse on the RSUs on February 4, 2023, as long as the Reporting Person remains in continuous service during the vesting period. ( 8 )Lapse of forfeiture on one-third of an award of RSUs from this grant made on February 8, 2021. Forfeiture restrictions will lapse on the remaining RSUs in two equal installments on February 4, 2023 and 2024, as long as the Reporting Person remains in continuous service during the vesting period, subject to acceleration as set forth in the Registrant's Plan and the Reporting Person's Employment Agreement. ( 9 )Lapse of forfeiture restrictions on one-third of a PRSU award granted on February 8, 2021, upon the achievement of time and performance goals. Forfeiture restrictions will lapse on the remaining PRSUs in two equal installments on each of February 4, 2023 and 2024, as long as the Reporting Person provides continuous service during the vesting period, subject to acceleration as set forth in the Registrant's Plan and the Reporting Person's Employment Agreement. ( 10 )Lapse of forfeiture restrictions on a discretionary retention award made on February 8, 2021.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.