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^*

Flynn James E

(Last)

(First)

(Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Acutus Medical, Inc. [ AFIB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Common Stock								20,822⁽¹⁾	I	Through Deerfield Management Company, L.P.⁽²⁾⁽³⁾
Common Stock								1,026,243	I	Through Deerfield Partners, L.P.⁽³⁾⁽⁴⁾
Common Stock								1,622,143	I	Through Deerfield Private Design Fund III, L.P.⁽³⁾⁽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)
Warrant to Purchase Common Stock	$1.1114	01/27/2025		D			1,889,509	⁽⁷⁾	06/30/2030	Class A Common Stock	1,889,509	⁽⁵⁾	0	I	Through Deerfield Partners, L.P.⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$1.1114	01/27/2025		D			1,889,509	⁽⁷⁾	06/30/2030	Class A Common Stock	1,889,509	⁽⁵⁾	0	I	Through Deerfield Private Design Fund III, L.P.⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$16.67	01/27/2025		D			209,996	⁽⁷⁾	05/20/2029	Class A Common Stock	209,996	⁽⁵⁾	0	I	Through Deerfield Private Design Fund III, L.P.⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$0.097	01/27/2025		D			193,002	⁽⁷⁾	06/07/2028	Class A Common Stock	193,002	⁽⁵⁾	0	I	Through Deerfield Private Design Fund III, L.P.⁽³⁾⁽⁴⁾
Warrant to Purchase Common Stock	$0.097	01/27/2025		D			31,116	⁽⁷⁾	06/07/2028	Class A Common Stock	31,116	⁽⁵⁾	0	I	Through Deerfield Partners, L.P.⁽³⁾⁽⁴⁾
Series A Common Stock Equivalent Convertible Preferred Stock	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	948,395		948,395	I	Through Deerfield Partners, L.P.⁽³⁾⁽⁴⁾
Series A Common Stock Equivalent Convertible Preferred Stock	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	1,816,446		1,816,446	I	Through Deerfield Private Design Fund III, L.P.⁽³⁾⁽⁴⁾

1. Name and Address of Reporting Person^*

Flynn James E

(Last)

(First)

(Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

DEERFIELD MANAGEMENT COMPANY, L.P. (SERIES C)

(Last)

(First)

(Middle)

345 PARK AVENUE SOUTH, 12TH FLOOR

(Street)

NEW YORK

10010

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Represents shares of the Issuer's Class A Common Stock previously issued upon settlement of certain restricted stock units ("RSUs") held by Andrew ElBardissi.

2. Andrew ElBardissi, a partner in Deerfield Management Company, L.P. ("Deerfield Management"), serves as a director of the Issuer. The Class A Common Stock held by Mr. ElBardissi and reported herein are held for the benefit, and at the direction, of Deerfield Management.

3. This Form 4 is being filed by the undersigned as well as the entity listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). James E. Flynn is the sole member of the general partner of Deerfield Management. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.

4. Deerfield Management is the investment manager of Deerfield Partners, L.P. and Deerfield Private Design Fund III, L.P.

5. Each warrant was terminated by mutual agreement of the Reporting Persons and the Issuer. The Reporting Persons received in the aggregate $250,000 as consideration for such termination.

6. Each share of Series A Common Equivalent Preferred Stock is convertible at any time into 1,000 shares of Common Stock, subject to a beneficial ownership limitation. The ability of a holder to convert Series A Common Equivalent Preferred Stock into Class A Common Stock is prohibited to the extent that, upon such conversion, such holder, its affiliates and other persons whose ownership of Class A Common Stock would be aggregated with that of such holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, would exceed 4.9% of the total number of shares of Class A Common Stock then outstanding.

7. Prior to cancellation, each warrant was fully exercisable.

Remarks:

Andrew ElBardissi, a partner in Deerfield Management, serves as a director of the Issuer. Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 4 with regard to DA32 Life Science Tech Acquisition Corp. filed with the Securities and Exchange Commission on August 3, 2021 by Deerfield Partners, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P. and James E. Flynn.

	/s/ Jonathan Isler, Attorney-in-Fact	01/28/2025
	** 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).
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SEC Form 4 filed by Director by deputization Flynn James E