SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Brooks Mark W

(Last)

(First)

(Middle)

2615 SIR GAWAIN LANE

(Street)

DALLAS

75056

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Fuse Medical, Inc. [ FZMD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/13/2018

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾⁽²⁾	12/13/2018		A		222,223	A	$0.45	475,723	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On December 13, 2018 the Reporting Person was granted 222,223 shares (the "Shares") of the restricted common stock, par value $0.01 per share (the "Common Stock"), of Fuse Medical, Inc. (the "Company") pursuant to the 2017 Equity Incentive Plan of Fuse Medical, Inc. (the "2017 Plan") (incorporated by reference to Exhibit 99.2 of the Issuer's Form 8-K filed with the Securities and Exchange Commisssion (the "SEC") on April 6, 2017 (File No. 000-100093)), subject to the terms and conditions in the 2017 Plan and the form of Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to the Issuer's Form 8-K filed with the SEC on October 10, 2017 (File NO. 000-100093)).

2. (Continued From Footnote 1) The Shares will vest and cease to be subject to forfeiture upon (a) the occurrence of one of the following events (each, an "Accelerating Event"): (i) a Change in Control (as defined in the 2017 Plan), (ii) the Reporting Person's Termination of Continuous Service (as defined in the 2017 Plan), or (iii) the listing of the Common Stock on either the New York Stock Exchange or the NASDAQ Stock Market; and (b) the delivery by the Reporting Person to the Company of a Notice of Acceleration of Vesting, no later than sixty (60) days following the earlier of (i) the date the Company sends written notice of such Accelerating Event or (ii) the date the Reporting Person actually or constructively becomes aware that such Accelerating Event has occurred.

Remarks:

	/s/ Mark W. Brooks	12/13/2018
	** 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 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.
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