EVP & Chief Legal Officer Hansen Shannon Marie converted options into 1,968 shares and covered exercise/tax liability with 703 shares, increasing direct ownership by 15% to 9,678 units (SEC Form 4)
$TNDM
Medical/Dental Instruments
Health Care
| 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 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TANDEM DIABETES CARE INC [ TNDM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/15/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/15/2024 | M | 531 | A | $0 | 8,944 | D | |||
| Common Stock | 08/15/2024 | F(1) | 190 | D | $43.82 | 8,754 | D | |||
| Common Stock | 08/15/2024 | M | 1,437 | A | $0 | 10,191 | D | |||
| Common Stock | 08/15/2024 | F(1) | 513 | D | $43.82 | 9,678 | D | |||
| Common Stock(2) | 1,935 | I | Shannon M. Hansen Trust | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Unit(3) | (4) | 08/15/2024 | M | 531 | (5) | (5) | Common Stock | 531 | $0 | 3,184 | D | ||||
| Restricted Stock Unit(6) | (7) | 08/15/2024 | M | 1,437 | (8) | (8) | Common Stock | 1,437 | $0 | 10,060 | D | ||||
| Explanation of Responses: |
| 1. Shares withheld by Tandem Diabetes Care, Inc. (the Company) to satisfy tax withholding requirements on vesting of restricted stock units (RSU). No shares were sold. |
| 2. The securities are held by the Shannon M. Hansen Trust dated July 8, 2003, of which Shannon M. Hansen is the Trustee. |
| 3. Awarded on February 15, 2022 pursuant to the Tandem Diabetes Care, Inc. 2013 Stock Incentive Plan, as amended, and the agreements related thereto (the 2013 Plan). |
| 4. Each RSU represents a contingent right to receive either one share of common stock of the Issuer or cash in lieu thereof, at the Issuer's discretion, in accordance with the terms of the 2013 Plan. |
| 5. RSU vest as to twenty-five percent (25%) of the total number of shares subject to the RSU on 2/15/2023, and the remaining shares shall vest in twelve (12) equal quarterly installments thereafter. |
| 6. Awarded on May 25, 2023 pursuant to the Tandem Diabetes Care, Inc. 2023 Long-Term Incentive Plan, as amended, and agreements related thereto (the 2023 Plan). |
| 7. Each RSU represents a contingent right to receive either one share of common stock of the Issuer or cash in lieu thereof, at the Issuer's discretion, in accordance with the terms of the 2023 Plan. |
| 8. RSU vest as to thirty-three percent (33%) of the total number of shares subject to the RSU on 5/15/2024, and the remaining shares shall vest in eight (8) equal quarterly installments thereafter. |
| Remarks: |
| /s/ Rachel Malina, Attorney-in-Fact for Shannon M. Hansen | 08/19/2024 | |
| ** 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. | ||