05/26/2026 | Press release | Distributed by Public on 05/26/2026 14:22
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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) | ||
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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) | $9.41 | 03/10/2026 | A | 3,500(2) | (3) | 04/23/2034 | Common Stock | 3,500 | $ 0 | 3,500 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Manni Joseph S. C/O CERIBELL, INC. 360 N. PASTORIA AVENUE SUNNYVALE, CA 94085 |
Chief Revenue Officer | |||
| /s/ Louisa Daniels, Attorney-in-Fact for Joseph S. Manni | 05/26/2026 | |
| **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) | These shares were sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"). |
| (2) | Represents a performance-based stock option previously granted to the Reporting Person by the Issuer on April 23, 2024 for an aggregate of 54,472 post-split shares (or 140,000 pre-split shares) of Common Stock, which is subject to annual performance-based vesting conditions for each of the fiscal years ending December 31, 2024, 2025, 2026, and 2027. The performance metrics for the 2024 fiscal year were not satisfied, resulting in the automatic cancellation of that portion of the award. On March 10, 2026, the Board of Directors determined that the performance metrics were partially satisfied for the 2025 fiscal year and approved the vesting of the option as to 3,500 post-split shares. |
| (3) | The stock option is fully vested as of March 15, 2026 and is currently exercisable. |