09/12/2025 | Press release | Distributed by Public on 09/12/2025 10:33
FORM 4
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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 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $2.24 | 04/22/2025 | M(1)(2) | 300 | (3) | 06/10/2029 | Common Stock | 300 | $ 0 | 143,179 | D | ||||
Stock Option (Right to Buy) | $2.24 | 04/23/2025 | M(1)(2) | 15,628 | (3) | 06/10/2029 | Common Stock | 15,628 | $ 0 | 127,551 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Chao Xingjuan C/O CERIBELL, INC. 360 N. PASTORIA AVENUE SUNNYVALE, CA 94085 |
X | President and CEO |
/s/ Louisa Daniels, Attorney-in-Fact for Xingjuan (Jane) Chao | 09/12/2025 | |
**Signature of Reporting Person | Date |
* | 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) | This Form 4/A is being filed to correct the Form 4 filed on April 24, 2025 ("Original Filing"), which inadvertently omitted reporting option exercises that occurred on April 22, 2025 and April 23, 2025, immediately prior to the respective sales reported in the Original Filing. The number of shares sold as reported in the Original Filing was correct; however, the total number of shares beneficially owned was understated due to the omission of the option exercises. As a result, the totals reported in subsequent filing were also understated. |
(2) | The transactions reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person. |
(3) | The stock option is fully vested and currently exercisable. |