SEC FORM 4

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

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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^*

DeOliveira Erick

(Last)

(First)

(Middle)

C/O ZSPACE, INC.

55 NICHOLSON LANE

(Street)

SAN JOSE

95134

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
zSpace, Inc. [ ZSPC ]

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)
04/01/2025

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)

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)
Restricted Stock Units⁽¹⁾	⁽¹⁾	04/01/2025		A		136,000		⁽¹⁾	⁽¹⁾	Common Stock	136,000	⁽¹⁾	136,000	D
Restricted Stock Units⁽²⁾	⁽²⁾	04/01/2025		A		49,000		⁽²⁾	⁽²⁾	Common Stock	49,000	⁽²⁾	49,000	D

Explanation of Responses:

1. The Restricted Stock Units (the "Schedule 1 RSUs") reported herein shall vest in eight (8) equal quarterly installments, commencing on July 1, 2025, and continuing on the same calendar day of each successive quarter thereafter (each a "Schedule 1 Vesting Date"), provided that the reporting person remains in continuous service with zSpace, Inc. (the "Company") through each applicable Schedule 1 Vesting Date. The number of shares vesting on each Schedule 1 Vesting Date shall be equal to 12.5% of the total number of shares subject to this award, rounded to the nearest whole share such that the entire grant will be vested after two (2) years. Such Schedule 1 RSUs were granted to the reporting person by the board of directors of the Company pursuant to the Company's 2024 Equity Incentive Plan.

2. The Restricted Stock Units (the "Schedule 2 RSUs") reported herein shall vest in twelve (12) equal quarterly installments, commencing on July 1, 2025, and continuing on the same calendar day of each successive quarter thereafter (each a "Schedule 2 Vesting Date"), provided that the reporting person remains in continuous service with the Company through each applicable Schedule 2 Vesting Date. The number of shares vesting on each Schedule 2 Vesting Date shall be equal to one-twelfth (1/12) of the total number of shares subject to this award, rounded to the nearest whole share such that the entire grant will be vested after three (3) years. Such Schedule 2 RSUs were granted to the reporting person by the board of directors of the Company pursuant to the Company's 2024 Equity Incentive Plan.

	/s/ Erick DeOliveira	04/03/2025
	** 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.
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SEC Form 4 filed by Chief Financial Officer Deoliveira Erick