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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Brottem John L.
(Last) (First) (Middle)
3052 ORCHARD DRIVE
(Street)
SAN JOSE CA 95134
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Outset Medical, Inc. [ OM ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
01/17/2025
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)
Code V Amount (A) or (D) Price
Common Stock 01/17/2025 A 9,090(1) A $0.0 214,118 D
Common Stock 01/21/2025 S 777(2) D $0.8 213,341 D
Common Stock 01/21/2025 S 29,474(3) D $0.8 183,867 D
Common Stock 01/21/2025 S 2,679(4) D $0.8 181,188 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. On January 6, 2023, the reporting person was granted performance-based restricted stock units (PSUs) subject to the satisfaction of specified performance criteria as of December 31, 2024. The reported amount represents the number of PSUs earned by the reporting person on January 17, 2025, upon certification by the Compensation Committee of the Issuer's Board of Directors of the satisfaction of specified performance criteria. Each PSU represents a contingent right to receive a share of common stock. These PSUs vested 50% on January 17, 2025, and the remaining 50% shall vest on December 31, 2025, subject to the reporting person's continuous service through the vesting period.
2. Required number of shares sold by the reporting person to cover tax withholding obligations in connection with 1,318 shares of Common Stock underlying PSUs which (i) were, as previously reported, granted to the reporting person on January 26, 2022, (ii) were earned as of January 26, 2024 as certified by the Compensation Committee of the Issuer's Board of Directors of the satisfaction of specified performance criteria, and (iii) vested and were released on January 17, 2025. This sale was made to satisfy tax withholding obligations through a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
3. Required number of shares sold by the reporting person to cover tax withholding obligations in connection with 50,000 shares of Common Stock underlying PRSUs which (i) represent 50% of the target shares underlying the original award (granted on January 12, 2024, as previously reported), which were earned based on performance as of December 31, 2024, upon certification by the Compensation Committee of the Issuer's Board of Directors, and (ii) vested and were released on January 17, 2025. This sale was made to satisfy tax withholding obligations through a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
4. Required number of shares sold by the reporting person to cover tax withholding obligations in connection with the vesting of 50% of the PSUs, described in footnote (1) above, on January 17, 2025. This sale was made to satisfy tax withholding obligations through a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
John L Brottem 01/22/2025
** 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.
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.
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