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^*

Kraws Jeffrey J

(Last)

(First)

(Middle)

C/O RA MEDICAL SYSTEMS, INC.

2070 LAS PALMAS DRIVE

(Street)

CARLSBAD

92011

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/26/2018

3. Issuer Name and Ticker or Trading Symbol
Ra Medical Systems, Inc. [ RMED ]

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

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

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	182,454⁽¹⁾⁽²⁾⁽³⁾	D

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)	⁽⁴⁾	06/04/2028	Common Stock	255,000	$28.94	D

Explanation of Responses:

1. Reported shares are represented by restricted stock units ("RSUs"), and each RSU is the economic equivalent of one share of Ra Medical Systems, Inc. common stock.

2. 175,647 of the RSUs shall vest as follows: twenty-five percent (25%) of the RSUs shall vest on the 10th day of the third month following the expiration of the Lock-Up Period (as defined in the award agreement), twenty-five percent (25%) of the RSUs shall vest on the 15th day of the fourth month following the expiration of the Lock-Up Period, twenty-five percent (25%) of the RSUs shall vest on the 15th day of the fifth month following the expiration of the Lock-Up Period, and twenty-five percent (25%) of the RSUs shall vest on the 15th day of the sixth month following the expiration of the Lock-Up Period, subject to the reporting person's continued service.

3. The remaining 6,807 RSUs shall vest as follows: thirty-three percent (33%) of the RSUs shall vest on the 10th day of the third month following the expiration of the Lock-Up Period (as defined in the award agreement), thirty-three percent (33%) of the RSUs shall vest on the 15th day of the sixth month following the expiration of the Lock-Up Period, and thirty-four percent (34%) of the RSUs shall vest on the 20th day of the ninth month following the expiration of the Lock-Up Period, subject to the reporting person's continued service. In the event of a Change in Control (as defined in the Issuer's 2018 Stock Compensation Plan), one-hundred percent (100%) of the RSUs shall immediately become fully vested, subject to the reporting person's continued service.

4. One-third of the shares subject to the option shall vest on June 4, 2019, and one thirty-sixth of the shares subject to the option shall vest monthly thereafter, subject to the reporting person's continued service. If the reporting person's employment with the Company is terminated by the Company without cause, one-hundred percent (100%) of the shares subject to the option that have not vested shall immediately vest.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Andrew Jackson, as Attorney-in-Fact	09/26/2018
	** 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.