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).

1. Name and Address of Reporting Person^*

BASS CARL

(Last)

(First)

(Middle)

350 TREAT AVENUE

(Street)

SAN FRANCISCO

94110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ouster, Inc. [ OUST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
03/11/2021

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)
Stock Option	$12	03/11/2021		A		1,614,492		⁽¹⁾	10/01/2030	Common Stock	1,614,492	$0.00	1,614,492	D
Restricted Stock Units	⁽²⁾	03/11/2021		A		807,246		⁽³⁾	⁽³⁾	Common Stock	807,246	$0.00	807,246	D
Performance Stock Units	⁽⁴⁾	03/11/2021		A		807,246		⁽⁵⁾	⁽⁵⁾	Common Stock	807,246	$0.00	807,246	D

Explanation of Responses:

1. Represents an award of stock options on March 11, 2021 (the "Grant Date"), which vests as to 20% of the stock options on each anniversary of February 15, 2021 (the "Bass Commencement Date"), subject to continued service; provided, however, that the stock options will only become exercisable in the event the closing trading price per share of Issuer's common stock equals or exceeds 130% of the exercise price per share of the stock options for 30 consecutive trading days (the "Stock Price Condition") and in the event the Stock Price Condition is not met on or prior to the fifth anniversary of the Grant Date, the stock options shall thereupon terminate for no consideration.

2. Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock.

3. The RSUs vest as to 20% of the total number of RSUs on the first five anniversaries of the Bass Commencement Date, subject to the reporting person's continued service through the applicable vesting date. The RSUs have no expiration date.

4. Each performance stock unit ("PSU") represents a contingent right to receive one share of common stock.

5. The PSUs vest as to 25% of the total number of RSUs upon on each of the following events, in each case subject to the reporting person's continued service through the applicable vesting date: (a) first time the closing trading price per share of Issuer's common stock exceeds 150% of the closing trading price per share of Issuer's common stock on the Grant Date (the "Grant Date FMV") on or after the first anniversary of the Grant Date; (b) 200% of the Grant Date FMV on or after the second anniversary of the Grant Date; (c) 250% of the Grant Date FMV on or after the third anniversary of the Grant Date; and (d) 300% of the Grant Date FMV on or after the fourth anniversary of the Grant Date. Any PSUs that have not vested as of the fifth anniversary of the Grant Date shall thereupon terminate for no consideration. The PSUs have no expiration date.

Remarks:

	/s/ Myra Pasek, Attorney-in-Fact	03/15/2021
	** 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.

SEC Form 4 filed by Carl Bass