SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Briones David S.

(Last)

(First)

(Middle)

100 SOMERSET CORPORATE BLVD.,

2ND FLOOR

(Street)

BRIDGEWATER

08807

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Larkspur Health Acquisition Corp. [ LSPR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2022

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	01/06/2022		J⁽¹⁾		10,752	A	$0.00	10,752	I	see footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B common stock⁽³⁾	⁽³⁾	01/06/2022		J⁽³⁾			1,533⁽⁴⁾	⁽³⁾	⁽³⁾	Class A common stock	1,533	$0.00	55,967	I⁽²⁾	see footnote
Class B common stock⁽³⁾	⁽³⁾	01/06/2022		J⁽³⁾		91⁽⁵⁾		⁽³⁾	⁽³⁾	Class A common stock	156	$0.00	56,123	I⁽²⁾	see footnote

Explanation of Responses:

1. These shares are underlying units (each unit consisting of one share of Class A common stock and three-fourths of one warrant, each whole warrant exercisable to purchase one share of Class A common stock) acquired in a private placement by the Larkspur Health LLC (the "Sponsor") in connection with the issuer's initial public offering and subsequent partial exercise of the underwriters' over-allotment option. The above refers to the shares of Class A common stock included in the units purchased.

2. The shares represent those owned by Mr. Briones, a member of Larkspur Health LLC based on his pro rata share of ownership of Larkspur Health LLC.

3. As described in the Issuer's registration statement on Form S-1 (File No. 333-256056) (the "Registration Statement") under the section entitled "Description of Securities - Founder Shares," the shares of Class B Common Stock, par value $0.0001 per share, will automatically be converted into shares of Class A Common Stock, par value $0.0001 per share, at the time of the Issuer's initial business combination, on a one-for-one basis, subject to certain adjustment described therein, and have no expiration date

4. As contemplated in connection with the initial public offering of the Issuer, 22,343 shares of Class B common stock of the Issuer were forfeited for no consideration and cancelled because the underwriters of the Issuer's initial public offering did not exercise their over-allotment option in full, as described in the Issuer's Registration Statement.

5. In connection with the partial exercise of the underwriters' over-allotment option, A.G.P./Alliance Global Partners transferred 3,427 shares to the Sponsor for no consideration.

	/s/ David Briones	03/10/2022
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.