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*
Vazquez Martin

(Last) (First) (Middle)
3052 ORCHARD DRIVE

(Street)
SAN JOSE CA 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Operating Officer
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)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (1) 12/19/2027 Common Stock 91,557 3.87 D
Performance Stock Option (Right to Buy) (2) 12/19/2027 Common Stock 79,845 3.87 D
Performance Stock Option (Right to Buy) (3) 12/19/2027 Common Stock 61,038 3.87 D
Performance Stock Option (Right to Buy) 09/30/2018 12/19/2027 Common Stock 12,716 3.87 D
Performance Stock Option (Right to Buy) 12/21/2018 12/19/2027 Common Stock 12,716 3.87 D
Stock Option (Right to Buy) (4) 11/03/2028 Common Stock 26,582 4.11 D
Performance Stock Option (Right to Buy) (3) 11/03/2028 Common Stock 17,721 4.11 D
Performance Stock Option (Right to Buy) (2) 03/06/2029 Common Stock 4,929 4.11 D
Performance Stock Option (Right to Buy) (5) 02/03/2030 Common Stock 48,101 8.61 D
Stock Option (Right to Buy) (6) 02/03/2030 Common Stock 72,151 8.61 D
Explanation of Responses:
1. This option vests 25% on October 9, 2018, and then in 36 equal monthly installments thereafter, subject to the reporting person's continued employment through the applicable vesting date.
2. This option vests if and to the extent that (i) the sum of (A) the 30-day closing price trading average of one share of common stock of the Issuer ("Share") and (B) the aggregate amount of cash distributed with respect to one Share (the "Aggregate Cash Distributions") is equal to or greater than $28.52 (reduced to $20.46 in 2020) on any day following the expiration of the post-offering lock-up period or (ii) the sum of (X) the value of all consideration that is distributable with respect to one Share in connection with a "Corporate Event" (as defined in the Outset Medical, Inc. Amended and Restated 2010 Stock Incentive Plan (the "2010 Plan")) and (Y) the Aggregate Cash Distributions is equal to or greater than $28.52 (reduced to $20.46 in 2020) as of the effective date of such Corporate Event.
3. This option vests if and to the extent that (i) the sum of (A) the 30-day closing price trading average of one Share and (B) the Aggregate Cash Distributions is equal to or greater than $20.46 (reduced to $19.12 in 2020) on any day following the expiration of the post-offering lock-up period or (ii) the sum of (X) the value of all consideration that is distributable with respect to one Share in connection with a Corporate Event and (Y) the Aggregate Cash Distributions is equal to or greater than $20.46 (increased to $20.86 in 2020) as of the effective date of such Corporate Event.
4. 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.
5. This option vests if and to the extent that (i) the sum of (A) the 30-day closing price trading average of one Share and (B) the Aggregate Cash Distributions is equal to or greater than $19.12 on any day following the expiration of the post-offering lock-up period or (ii) the sum of (X) the value of all consideration that is distributable with respect to one Share in connection with a Corporate Event and (Y) the Aggregate Cash Distributions is equal to or greater than $20.86 as of the effective date of such Corporate Event.
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.
Remarks:
Exhibit List Exhibit 24 - Power of Attorney
/s/ LeeAnn Linck, attorney-in-fact for Martin Vazquez 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.