0001209191-23-045698.txt : 20230814 0001209191-23-045698.hdr.sgml : 20230814 20230814181314 ACCESSION NUMBER: 0001209191-23-045698 CONFORMED SUBMISSION TYPE: 3 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: Wahlstrom Mats CENTRAL INDEX KEY: 0001459154 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-39813 FILM NUMBER: 231172485 MAIL ADDRESS: STREET 1: 500 GOLDEN RIDGE ROAD, SUITE 100 CITY: GOLDEN STATE: CO ZIP: 80401 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 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2023-08-10 0 0001826667 TriSalus Life Sciences, Inc. TLSI 0001459154 Wahlstrom Mats 6272 W. 91ST AVENUE WESTMINSTER CO 80031 1 0 1 0 Common Stock 1254259 I By Leonard Capital LLC Common Stock 1370028 I By HW Investment Partners, LLC Stock Option (right to buy) 2.03 2027-07-20 Common Stock 7415 D Stock Option (right to buy) 1.22 2028-07-23 Common Stock 2471 D Stock Option (right to buy) 1.22 2029-02-25 Common Stock 4943 D Stock Option (right to buy) 1.22 2029-04-23 Common Stock 2471 D Stock Option (right to buy) 0.41 2030-04-21 Common Stock 10156 D Stock Option (right to buy) 0.41 2030-10-05 Common Stock 8940 D Stock Option (right to buy) 0.41 2031-04-20 Common Stock 3954 D Stock Option (right to buy) 2.43 2031-11-02 Common Stock 9081 D Stock Option (right to buy) 2.43 2032-07-12 Common Stock 86514 D Series A Convertible Preferred Stock 10.00 Common Stock 50000 I By Leonard Capital LLC 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. The Reporting Person shares voting and investment discretion with his spouse with respect to the shares held directly by Leonard Capital LLC. 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. The shares subject to this stock option became fully vested on July 21, 2021. The shares subject to this stock option became fully vested on January 1, 2020. The shares subject to this stock option became fully vested on February 26, 2022. The shares subject to this stock option became fully vested on April 24, 2021. 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. 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. 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. 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. 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. /s/ Sean Murphy, Attorney-in-Fact for Mats Wahlstrom 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 20, 2023. Mats Wahlstrom /s/ Mats Wahlstrom (Signature)