SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GROSSMAN D KEITH

(Last)

(First)

(Middle)

3052 ORCHARD DRIVE

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/14/2020

3. Issuer Name and Ticker or Trading Symbol
Outset Medical, Inc. [ OM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,347	I⁽¹⁾	Held by The D. Keith and Hallie H. Grossman Family Living Trust⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽²⁾	04/16/2024	Common Stock	84,917	$1.11	D
Stock Option (Right to Buy)	⁽³⁾	07/22/2025	Common Stock	64,567	$2.92	D
Stock Option (Right to Buy)	⁽⁴⁾	09/19/2027	Common Stock	62,025	$3.87	D
Stock Option (Right to Buy)	⁽⁵⁾	11/03/2028	Common Stock	56,962	$4.11	D
Stock Option (Right to Buy)	⁽⁶⁾	02/03/2030	Common Stock	31,645	$8.61	D
Series C Redeemable Convertible Preferred Stock	⁽⁷⁾	⁽⁷⁾	Common Stock	4,885	⁽⁷⁾	I⁽¹⁾	Held by The D. Keith and Hallie H. Grossman Family Living Trust⁽¹⁾
Series D Redeemable Convertible Preferred Stock	⁽⁸⁾	⁽⁸⁾	Common Stock	5,372	⁽⁸⁾	I⁽¹⁾	Held by The D. Keith and Hallie H. Grossman Family Living Trust⁽¹⁾

Explanation of Responses:

1. These shares of common stock of the Issuer ("Shares") are held directly by The D. Keith and Hallie H. Grossman Family Living Trust, for which the reporting person and his spouse serve as trustees.

2. This option vested 25% on April 15, 2015, and then in 36 equal monthly installments thereafter.

3. This option vested in 48 equal monthly installments beginning on August 22, 2015.

4. This option vests in 48 equal monthly installments beginning on October 19, 2017, subject to the reporting person's continued employment through the applicable vesting date.

5. This option vests in 48 equal monthly installments beginning on December 3, 2018, subject to the reporting person's continued employment through the applicable vesting date.

6. This option vests in 48 equal monthly installments beginning on March 3, 2020, subject to the reporting person's continued employment through the applicable vesting date.

7. Each share of Series C redeemable convertible preferred stock is convertible into approximately 0.1266 Shares, and will automatically convert upon the closing of the IPO. These shares have no expiration date.

8. Each share of Series D redeemable convertible preferred stock is convertible into approximately 0.1671 Shares, and will automatically convert upon the closing of the IPO. These shares have no expiration date.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ LeeAnn Linck, attorney-in-fact for Donald Keith Grossman	09/14/2020
	** Signature of Reporting Person	Date
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 5 (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.