Ownership Submission
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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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OMB APPROVAL
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OMB Number:3235-0104Expires:January 31, 2005Estimated average burden hours per response...0.5
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1. Name and Address of Reporting Person *
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Hendricksen Michael
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2. Date of Event Requiring Statement (Month/Day/Year)
2024-09-30
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3. Issuer Name and Ticker or Trading Symbol
EBR Systems, Inc. [EBRCZ]
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(Last)
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(First)
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(Middle)
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480 OAKMEAD PARKWAY
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ 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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Chief Operating Officer /
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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)
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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
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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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Hendricksen Michael
480 OAKMEAD PARKWAY
SUNNYVALE, CA94085
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Chief Operating Officer
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Signatures
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/s/ Gary W Doherty, Attorney-in-Fact
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2024-09-30
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**Signature of Reporting Person
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Date
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Explanation of Responses:
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(*)
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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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Twenty-five percent (25%) of the shares subject to the stock option vest on the one-year anniversary as measured from 11/15/2021, and the remainder of the shares vest in 36 equal monthly installments thereafter, subject to continued employment or service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, that certain Severance and Change of Control Agreement between the Issuer and the Reporting Person, as may be amended from time to time.
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(2)
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1/48 of the Option vests in equal monthly installments as measured from 5/22/2023, subject to continued employment or service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, that certain Severance and Change of Control Agreement between the Issuer and the Reporting Person, as may be amended from time to time.
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(3)
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1/48 of the Option vests in equal monthly installments as measured from 7/18/2024, subject to continued employment or service through each such date. If applicable, vesting accelerates as provided in, and subject to the terms and conditions of, that certain Severance and Change of Control Agreement between the Issuer and the Reporting Person, as may be amended from time to time.
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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.
