Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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- Peter Lynch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
TRISALUS LIFE SCIENCES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
89680M101
(CUSIP Number)
August 10, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSONS
Christopher Dewey
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,522,789*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,522,789*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,522,789*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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*1,522,789 shares of the Issuer’s common stock, par value $0.0001 per share (“Common Stock”) are held by Christopher C Dewey Trust DTD 5/3/18 (the “Trust”),
of which Christopher Dewey is the sole trustee, and by virtue of such relationship, is deemed to have shared voting and investment power with respect to the Common Stock held by the Trust. Such amount includes (i) 881,599 shares of Common Stock of
the Issuer that are issuable upon the exercise of warrants, which such warrants are exercisable for shares of the Issuer’s Common Stock commencing 30 days after the
closing of the business combination which occurred on August 10, 2023 (the “Closing Date”), and (ii) 67,500 shares of Common Stock that are issuable upon conversion of shares of the Issuer’s Series A Convertible Preferred Stock (“Preferred
Stock”).
**Percent of class is calculated based on a total of 27,265,780 shares of Common Stock, comprised of (i) 26,316,681 shares of Common Stock of the Issuer outstanding as of August 10, 2023 as set forth in the
Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 16, 2023, (ii) 881,599 shares of Common Stock issuable upon exercise of warrants that are held by the Trust, which such warrants will be exercisable within 60
days, and (iii) 67,500 shares of Common Stock issuable upon conversion of shares of Preferred Stock that are held by the Trust.
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1
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NAME OF REPORTING PERSONS
Christopher C Dewey Trust DTD 5/3/18
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) ☐
(b) ☐ |
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
1,522,789*
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
1,522,789*
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,522,789*
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐ | |||
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.6%**
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO
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* Includes (i) 881,599 shares of common stock, par value $0.0001 per share (“Common Stock”), of the Issuer that are issuable upon the exercise of warrants, which such warrants are exercisable for shares of the Issuer’s Common Stock commencing 30 days after the closing of the business combination which occurred on August 10, 2023
(the “Closing Date”), and (ii) 67,500 shares of Common Stock that are issuable upon conversion of shares of the Issuer’s Series A Convertible Preferred Stock (“Preferred Stock”).
** Percent of class is calculated based on a total of 27,265,780 shares of Common Stock, comprised of (i) 26,316,681 shares of Common Stock of the Issuer outstanding as of August 10, 2023 as set forth in the
Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 16, 2023, (ii) 881,599 shares of Common Stock issuable upon exercise of warrants that are held by the Trust, which such warrants will be exercisable within 60
days, and (iii) 67,500 shares of Common Stock issuable upon conversion of shares of Preferred Stock that are held by the Trust.
| Item 1(a). |
Name of Issuer:
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TriSalus Life Sciences, Inc.
| Item 1(b). |
Address of Issuer’s Principal Executive Offices:
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6272 W. 91st Ave., Westminster, Colorado 80031.
| Item 2(a). |
Name of Person Filing:
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Christopher Dewey and the Christopher C Dewey Trust DTD 5/3/18 (the “Trust”, and collectively, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing
Agreement, dated as of August 21, 2023, a copy of which is filed as Exhibit 1 to this Schedule 13G.
| Item 2(b). |
Address of Principal Business Office or, if none, Residence:
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The address of the Reporting Persons is 1800 Bay Drive, Miami, Florida 33141.
| Item 2(c). |
Citizenship:
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Christopher Dewey is a citizen of the United States.
The Trust is a Florida trust.
| Item 2(d). |
Title of Class of Securities:
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Common Stock
| Item 2(e). |
CUSIP Number:
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89680M101
| Item 3. |
If this statement is filed pursuant to sections 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
(e) [ ] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f) [ ] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g) [ ] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) [ ] A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
(k) [ ] Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____
| Item 4. |
Ownership:
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(a)
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Amount Beneficially Owned: 1,522,789 shares of Common Stock held by Christopher C Dewey Trust DTD 5/3/18, of which Christopher Dewey is the sole trustee, and by virtue of such relationship,
is deemed to have shared voting and investment power with respect to the Common Stock held by the Trust. The amount includes (i) 881,599 shares of Common Stock that are issuable upon exercise of warrants, which such warrants are
exercisable for shares of Common Stock commencing 30 days after the closing of the Issuer’s business combination which occurred on August 10, 2023, and (ii) 67,500 shares of Common Stock that are issuable upon conversion of shares of the
Issuer’s Series A Convertible Preferred Stock.
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| (b) |
Percent of Class: 5.6%
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Percentages are calculated based on a total of 27,265,780 shares of Common Stock, comprised of (i) 26,316,681 shares of Common Stock of the Issuer outstanding as
of August 10, 2023 as set forth in the Current Report on Form 8-K, filed with the Securities and Exchange Commission on August 16, 2023, (ii) 881,599 shares of Common Stock issuable upon exercise of warrants that are held by the Trust, which will be
exercisable within 60 days, and (iii) 67,500 shares of Common Stock issuable upon conversion of shares of Preferred Stock that are held by the Trust.
| (c) |
Number of shares as to which such person has:
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(i)
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sole power to vote or to direct the vote: 0
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(ii)
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shared power to vote or to direct the vote: 1,522,789
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(iii)
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sole power to dispose or to direct the disposition of: 0
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(iv)
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shared power to dispose or to direct the disposition of: 1,522,789
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| Item 5. |
Ownership of Five Percent or Less of a Class:
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Not Applicable
| Item 6. |
Ownership of More than Five Percent on Behalf of Another Person:
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Not Applicable
| Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person:
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Not Applicable
| Item 8. |
Identification and Classification of Members of the Group:
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Not Applicable
| Item 9. |
Notice of Dissolution of Group:
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Not Applicable
| Item 10. |
Certification:
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a
nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 21, 2023
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CHRISTOPHER DEWEY
/s/ Christopher Dewey
Christopher Dewey
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CHRISTOPHER C DEWEY TRUST DTD 5/3/18
/s/ Christopher Dewey
By: Christopher Dewey
Its: Trustee
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Exhibit Index
Exhibit
1 Joint Filing Agreement
Exhibit 1
JOINT FILING AGREEMENT
The undersigned hereby agree that this Schedule 13G (as so amended, the “Schedule 13G”) with respect to the common stock of TriSalus Life Sciences, Inc. is, and any additional amendment thereto
signed by each of the undersigned shall be, filed on behalf of each undersigned pursuant to and in accordance with the provisions of 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to the Schedule
13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the
completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other, except to the extent that it knows or has reason to believe that
such information is inaccurate.
Dated August 21, 2023
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CHRISTOPHER DEWEY
/s/ Christopher Dewey
Christopher Dewey
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CHRISTOPHER C DEWEY TRUST DTD 5/3/18
/s/ Christopher Dewey
By: Christopher Dewey
Its: Trustee
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