Ownership Submission
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549INITIAL 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 *
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Chao Xingjuan
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2. Date of Event Requiring Statement (Month/Day/Year)
2024-10-10
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3. Issuer Name and Ticker or Trading Symbol
Ceribell, Inc. [CBLL]
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(Last)
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(First)
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(Middle)
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C/O CERIBELL, INC. , 360 N. PASTORIA AVENUE
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
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_____ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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President and CEO /
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5. If Amendment, Date Original Filed(Month/Day/Year)
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(Street)
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SUNNYVALE
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CA
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94085
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6. Individual or Join/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
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2. Amount of Securities Beneficially Owned
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3. Ownership Form: Direct (D) or Indirect (I)
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4. Nature of Indirect Beneficial Ownership
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
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2. Date Exercisable and Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
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6. Nature of Indirect Beneficial Ownership
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Date Exercisable
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Expriation Date
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Title
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Amount or Number of Shares
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Reporting Owners
Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Chao Xingjuan
C/O CERIBELL, INC.
360 N. PASTORIA AVENUE
SUNNYVALE, CA94085
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President and CEO
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Signatures
/s/ Louisa Daniels, Attorney-in-Fact for Xingjuan (Jane) Chao
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2024-10-10
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**Signature of Reporting Person
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Date
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Explanation of Responses:
(*)
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If the form is filed by more than one reporting person, see Instruction 5(b)(v).
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(**)
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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(1)
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The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
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(2)
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The Reporting Person is a co-trustee of the ACP 2021 Trust, and therefore may be deemed to share beneficial ownership of these securities.
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(3)
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The stock option is fully vested and currently exercisable.
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(4)
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The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of June 10, 2021, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
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(5)
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The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of April 1, 2023, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
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(6)
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The option vests with respect to 1/24 of the shares subject thereto on each monthly anniversary of April 1, 2023, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
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(7)
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The option vests with respect to 1/24 of the shares subject thereto on each monthly anniversary of April 1, 2024, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
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Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.