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 OF SECURITIES

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
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(Print or Type Responses)
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 (Month/Day/Year)
08/22/2024
(Street)

DURHAM, NC 27703		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock 08/22/2024   D   595,372 D (1) (2) 0 D  

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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 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 (3) $ 0.26 08/22/2024   D     396,800   (3)   (3) Common Stock 396,800 $ 0 0 D  
Restricted Stock Units (4) (6) $ 0 08/22/2024   D     116,666   (6)   (6) Common Stock 116,666 $ 0 0 D  
Restricted Stock Units (4) (6) $ 0 08/22/2024   D     62,417   (6)   (6) Common Stock 62,417 $ 0 0 D  
Restricted Stock Units (5) (6) $ 0 08/22/2024   D     330,300   (6)   (6) Common Stock 330,300 $ 0 0 D  
Restricted Stock Units (4) (6) $ 0 08/22/2024   D     660,600   (6)   (6) Common Stock 660,600 $ 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, NC 27703		       EVP, Chief Financial Officer  

Signatures

 /s/ Joshua Weingard as attorney-in-fact for Shameze Rampertab   08/22/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The reported securities were disposed of pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 6, 2024, by and among Asensus Surgical, Inc., a Delaware corporation ("Asensus"), KARL STORZ Endoscopy-America, Inc., a California corporation ("Parent"), and Karl Storz California Inc., a California corporation ("Merger Sub"), pursuant to which Merger Sub merged with and into Asensus with Asensus as the surviving corporation of the merger (the "Merger"). Upon the effective time of the Merger, the reporting person received $0.35 in cash, without interest and less applicable withholding taxes for each share of common stock.
(2) The reported securities include 179,084 shares of common stock issued upon the acceleration and vesting of performance-based restricted stock units.
(3) Upon the closing of the Merger, these equity awards are cancelled and converted into the contingent right to receive a cash payment of $0.09 per underlying share of common stock only upon satisfaction of all vesting conditions.
(4) Each restricted stock unit ("RSU") represents the right to receive one share of the Registrant's common stock.
(5) Each performance-based restricted stock unit ("PRSU") represents the right to receive one share of the Registrant's common stock.
(6) Upon the closing of the Merger, these equity awards are cancelled and converted into the contingent right to receive a cash payment of $0.35 per underlying share of common stock only upon satisfaction of all vesting conditions.

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