SEC Form SC 13D/A filed by Electromed Inc. (Amendment)

Source of Funds (See Instructions)

SC/PF

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

¨

Citizenship or Place of Organization

USA

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

Sole Voting Power

423,323

Shared Voting Power

45,749

Sole Dispositive Power

423,323

Shared Dispositive Power

45,749

Aggregate Amount Beneficially Owned by Each reporting person

469,072

Percent of Class Represented by Amount in Row (11)

5.3%⁽¹⁾

Type of reporting person (See Instructions)

IN

Item 4 is hereby amended and supplemented as follows:

On February 14, 2023, the Reporting Person, the President and Chief Executive Officer of the Issuer, notified the Issuer of her intention to retire from the Issuer effective on or about July 1, 2023 (the “Retirement Date”).

Following the Retirement Date, the Reporting Person is expected to serve as a non-employee member and Chair of the Board of Directors of the Issuer (the “Board”), subject to certain terms and conditions set forth in a letter agreement with the Issuer (the “Letter Agreement”). The Letter Agreement further provides that so long as the Reporting Person does not terminate her employment with the Issuer before the Retirement Date and does not voluntarily resign from the Board, she will remain eligible to receive her base salary through July 1, 2023 and her annual bonus for the full fiscal year ending June 30, 2023.

The foregoing description of the material terms of the Letter Agreement is qualified by the full text thereof, which is filed as Exhibit 99.1 hereto and incorporated into this Item 4 by reference.

(a)    The Reporting Person is deemed to beneficially own an aggregate of 469,072 shares of Common Stock, as follows (i) 189,305 shares of Common Stock and (ii) options to purchase 279,767 shares of Common Stock under the Company’s equity incentive plans, which represents beneficial ownership of approximately 5.3% of the Common Stock. The percentage is based upon 8,514,164 shares of common stock outstanding as of February 10, 2023, as reported by the Issuer in its latest Quarterly Report on Form 10-Q, as filed with the Securities and Exchange Commission on February 14, 2023.

Does not include 45,533 shares underlying options to purchase Common Stock, which were issued to the Reporting Person under the Issuer’s 2017 Omnibus Incentive Plan, as they are not scheduled to vest within 60 days of the date of this Amendment No. 2.

(b)    The Reporting Person has sole power to vote and dispose of 143,556 shares and all of the shares underlying options, as identified in Item 5(a).

The Reporting Person has shared power to vote and dispose of 45,749 shares held by a trust, of which the Reporting Person is a co-trustee and beneficiary.

(c)     No transactions in the securities of the Issuer were effected by the Reporting Person during the past sixty days.

(d)    Except as described herein with respect to indirect holdings by the Reporting Person, the Reporting Person does not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of any of the securities described herein.

(e)     Not applicable.

Item 6 is hereby amended and supplemented as follows:

The information set forth in Item 4 of this Amendment No. 2 is hereby incorporated into this Item 6 by reference.

Item 7 is hereby amended to add the following exhibit:

99.1   Letter Agreement with Kathleen S. Skarvan, dated February 14, 2023 (incorporated herein by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 14, 2023).