Initial Statement of Beneficial Ownership - Form 3

Ownership Submission

FORM 3

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 * TPG GP A, LLC 2. Date of Event Requiring Statement (Month/Day/Year) 2024-10-10 3. Issuer Name and Ticker or Trading Symbol Ceribell, Inc. [CBLL] (Last) (First) (Middle) C/O TPG INC. , 301 COMMERCE STREET, SUITE 3300 4. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) 5. If Amendment, Date Original Filed(Month/Day/Year) (Street) FORT WORTH TX 76102 6. Individual or Join/Group Filing(Check Applicable Line) ___ Form filed by One Reporting Person _X_ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security 2. Amount of Securities Beneficially Owned 3. Ownership Form: Direct (D) or Indirect (I) 4. Nature of Indirect Beneficial Ownership

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	2. Date Exercisable and Expiration Date	3. Title and Amount of Securities Underlying Derivative Security	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	6. Nature of Indirect Beneficial Ownership
Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
TPG GP A, LLC C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102		X
BONDERMAN DAVID C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102		X
COULTER JAMES G C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102		X
WINKELRIED JON C/O TPG INC. 301 COMMERCE STREET, SUITE 3300 FORT WORTH, TX76102		X

Signatures

/s/ Bradford Berenson, General Counsel, TPG GP A, LLC (6)	2024-10-10
**Signature of Reporting Person	Date
/s/ Gerald Neugebauer on behalf of David Bonderman (6)(7)	2024-10-10
**Signature of Reporting Person	Date
/s/ Gerald Neugebauer on behalf of James G. Coulter (6)(7)	2024-10-10
**Signature of Reporting Person	Date
/s/ Gerald Neugebauer on behalf of Jon Winkelried (6)(7)	2024-10-10
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	If the form is filed by more than one reporting person, see Instruction 5(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).
(1)	Each of David Bonderman, James G. Coulter and Jon Winkelried own entities that control TPG GP A, LLC (together with Messrs. Bonderman, Coulter and Winkelried, the "Reporting Persons"), which is the managing member of each of (i) TPG Group Holdings (SBS) Advisors, LLC, which is the general partner of TPG Group Holdings (SBS), L.P., and (ii) Alabama Investments (Parallel) GP, LLC, which is the general partner of each of (a) Alabama Investments (Parallel), LP, (b) Alabama Investments (Parallel) Founder A, LP and (c) Alabama Investments (Parallel) Founder G, LP, which, collectively with TPG Group Holdings (SBS), L.P., Alabama Investments (Parallel), LP and Alabama Investments (Parallel) Founder A, LP, holds 100% of the shares of Class B common stock (which represents a majority of the combined voting power of the common stock) of TPG Inc.
(2)	TPG Inc. is the sole member of TPG GPCo, LLC, which is the sole member of TPG Holdings II-A, LLC, which is the general partner of TPG Operating Group II, L.P., which is the sole member of TPG Holdings I-A, LLC, which is the general partner of TPG Operating Group I, L.P., which is the sole member of The Rise Fund GenPar Advisors, LLC, which is the general partner of The Rise Fund GenPar, L.P., which is the general partner of The Rise Fund Clearthought, L.P. ("TPG Rise Clearthought"), which directly holds 2,221,067 shares of Series B Preferred Stock of CeriBell, Inc. (the "Issuer") and 1,366,087 shares of Series C-1 Preferred Stock (together with the Series B Preferred Stock, the "Preferred Stock") of the Issuer.
(3)	Pursuant to the Amended and Restated Certificate of Incorporation of the Issuer, the shares of Preferred Stock are convertible, at the option of the holder, at any time into shares of Common Stock of the Issuer at a conversion rate equal to one share of Common Stock per one share of Preferred Stock, subject to adjustment.
(4)	Because of the relationship between the Reporting Persons and TPG Rise Clearthought, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of the greater of their respective direct or indirect pecuniary interests in the profits or capital accounts of TPG Rise Clearthought. Each of TPG Rise Clearthought and each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of TPG Rise Clearthought's or such Reporting Person's pecuniary interest therein, if any.
(5)	Pursuant to Rule 16a-1(a)(4) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests.

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