SEC FORM 3

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^*

Wahlstrom Mats

(Last)

(First)

(Middle)

6272 W. 91ST AVENUE

(Street)

WESTMINSTER

80031

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/10/2023

3. Issuer Name and Ticker or Trading Symbol
TriSalus Life Sciences, Inc. [ TLSI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

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)
Common Stock	1,254,259⁽¹⁾	I	By Leonard Capital LLC⁽²⁾
Common Stock	1,370,028⁽¹⁾	I	By HW Investment Partners, LLC⁽³⁾

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock Option (right to buy)	⁽⁴⁾	07/20/2027	Common Stock	7,415⁽¹⁾	$2.03	D
Stock Option (right to buy)	⁽⁵⁾	07/23/2028	Common Stock	2,471⁽¹⁾	$1.22	D
Stock Option (right to buy)	⁽⁶⁾	02/25/2029	Common Stock	4,943⁽¹⁾	$1.22	D
Stock Option (right to buy)	⁽⁷⁾	04/23/2029	Common Stock	2,471⁽¹⁾	$1.22	D
Stock Option (right to buy)	⁽⁸⁾	04/21/2030	Common Stock	10,156⁽¹⁾	$0.41	D
Stock Option (right to buy)	⁽⁸⁾	10/05/2030	Common Stock	8,940⁽¹⁾	$0.41	D
Stock Option (right to buy)	⁽⁹⁾	04/20/2031	Common Stock	3,954⁽¹⁾	$0.41	D
Stock Option (right to buy)	⁽¹⁰⁾	11/02/2031	Common Stock	9,081⁽¹⁾	$2.43	D
Stock Option (right to buy)	⁽¹¹⁾	07/12/2032	Common Stock	86,514⁽¹⁾	$2.43	D
Series A Convertible Preferred Stock	⁽¹²⁾	⁽¹²⁾	Common Stock	50,000	$10	I	By Leonard Capital LLC⁽²⁾

Explanation of Responses:

1. The securities reported herein were acquired by the Reporting Person in connection with the Merger (as defined in that certain Agreement and Plan of Merger, dated as of November 11, 2022, as amended, by and among the Issuer, MTAC Merger Sub, Inc., and TriSalus Operating Life Sciences, Inc.). The Reporting Person was appointed as a director of the Issuer effective immediately after the effective time of the Merger.

2. The Reporting Person shares voting and investment discretion with his spouse with respect to the shares held directly by Leonard Capital LLC.

3. The Reporting Person is a managing member of HW Investment Partners, LLC ("HW Investment") and shares voting and investment discretion with respect to the shares held directly by HW Investment. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. The shares subject to this stock option became fully vested on July 21, 2021.

5. The shares subject to this stock option became fully vested on January 1, 2020.

6. The shares subject to this stock option became fully vested on February 26, 2022.

7. The shares subject to this stock option became fully vested on April 24, 2021.

8. The shares subject to this stock option vest in 48 equal monthly installments from the vesting commencement date of April 22, 2020, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.

9. The shares subject to this option shall vest in equal quarterly installments over three years, with 1/12th of the total number of shares subject to the option vesting on each quarterly anniversary of the vesting commencement date of January 1, 2021, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.

10. The shares subject to this stock option vest in 48 equal monthly installments from the vesting commencement date of November 3, 2021, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.

11. Twenty-five percent of the shares subject to the option vested on June 17, 2023, the first anniversary of the vesting commencement date, and the remainder vests in 36 equal monthly installments thereafter, subject to the Reporting Person's continued service with the Issuer on each respective vesting date.

12. The Series A Convertible Preferred Stock ("Preferred Stock") is convertible, in whole or in part, into 50,000 shares of Common Stock of the Issuer (based on an initial conversion price of $10.00 per share, which is subject to adjustment upon the occurrence of certain events, the "Conversion Price") at any time, at the Reporting Person's election. The number of shares of the Issuer's Common Stock received per share of Preferred Stock upon conversion equals the sum of (A) $10.00 (as adjusted upon the occurrence of certain events) and (B) any accrued, unpaid annual dividends, divided by the Conversion Price, with cash in-lieu of fractional shares. All then outstanding shares of Preferred Stock will automatically convert into shares of the Issuer's Common Stock on August 10, 2027.

Remarks:

	/s/ Sean Murphy, Attorney-in-Fact for Mats Wahlstrom	08/14/2023
	** 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.
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