0001209191-23-045693.txt : 20230814 0001209191-23-045693.hdr.sgml : 20230814 20230814175826 ACCESSION NUMBER: 0001209191-23-045693 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230810 FILED AS OF DATE: 20230814 DATE AS OF CHANGE: 20230814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATLIN DAVID J CENTRAL INDEX KEY: 0001251956 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39813 FILM NUMBER: 231172423 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: TriSalus Life Sciences, Inc. CENTRAL INDEX KEY: 0001826667 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 853009869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6272 WEST 91ST AVENUE CITY: WESTMINSTER STATE: CO ZIP: 80031 BUSINESS PHONE: 415 336 8917 MAIL ADDRESS: STREET 1: 6272 WEST 91ST AVENUE CITY: WESTMINSTER STATE: CO ZIP: 80031 FORMER COMPANY: FORMER CONFORMED NAME: MedTech Acquisition Corp DATE OF NAME CHANGE: 20200930 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-08-10 0 0001826667 TriSalus Life Sciences, Inc. TLSI 0001251956 MATLIN DAVID J 6272 W. 91ST AVENUE WESTMINSTER CO 80031 1 0 0 0 0 Common Stock 2023-08-10 4 J 0 931904 A 931904 D Redeemable Warrants 11.50 2023-08-10 4 J 0 1240518 0.00 A 2023-09-09 Common Stock 1240518 1240518 D Stock Option (right to buy) 11.34 2023-08-10 4 A 0 35000 0.00 A 2023-08-08 Common Stock 35000 35000 D Series A Preferred Stock 10.00 2023-08-10 4 A 0 100000 10.00 A Common Stock 100000 100000 D Represents shares of Common Stock received as a pro rata distribution for no consideration from MedTech Acquisition Sponsor LLC ("Sponsor") in accordance with the terms of the Sponsor's limited liability company agreement. In prior reports, the Reporting Person reported beneficial ownership of 6,250,000 shares of Issuer's Common Stock held by the Sponsor, of which the Reporting Person is a managing member. Represents warrants received as a pro rata distribution for no consideration from the Sponsor in accordance with the terms of the Sponsor's limited liability company agreement. The redeemable warrants expire on August 10, 2028, or earlier upon redemption or liquidation. The shares subject to this stock option vest in three equal annual installments from the vesting commencement date of August 10, 2023, subject to the Reporting Person's continued service with the Issuer on each respective vesting date. The Series A Convertible Preferred Stock ("Preferred Stock") is convertible, in whole or in part, into 100,000 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 are automatically converted into shares of the Issuer's Common Stock on August 10, 2027. /s/ Sean Murphy, Attorney-in-Fact for David J. Matlin 2023-08-14 EX-24 2 poa.txt POA DOCUMENT POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Mary Szela and Sean Murphy of TriSalus Life Sciences, Inc. (the "Company") and Alla Kagan of Cooley LLP, signing individually, as the undersigned's true and lawful attorneys-in fact and agents to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer, director and/or greater than 10% stockholder of the Company, Forms 3, 4 and 5 (including any amendments thereto) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms 3, 4 or 5 (including any amendments thereto) and timely file such forms with the U.S. Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or employed by or a partner at Cooley LLP, as applicable. The undersigned has caused this Power of Attorney to be executed as of July 24, 2023. David J. Matlin /s/ David J. Matlin (Signature)