SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Ernst Jennifer (Last) (First) (Middle) 750 MENLO AVENUE SUITE 200 (Street) MENLO PARK CA 94025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/10/2021	3. Issuer Name and Ticker or Trading Symbol Tivic Health Systems, Inc. [ TIVC ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner X Officer (give title below) Other (specify below) Chief Executive Officer	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	1,171,500	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	(1)	04/03/2028	Common Stock	57,500	$0.13	D
Series Seed-2 Convertible Preferred Stock	03/01/2021	(2)	Common Stock	1,391	(2)	D
Convertible Promissory Note	(3)	(4)	Common Stock	26,986	$3.75(3)	D

Explanation of Responses:

1. The option vests as follows: (i) 25% on April 1, 2019, and (ii) the remaining 75% in equal monthly installments over the next 36 months.

2. The Series Seed-2 Convertible Preferred Stock (the "Preferred Stock") is convertible into shares of the issuer's common stock on a four-for-one basis and has no expiration date. The Preferred Stock will automatically convert into shares of the issuer's common stock immediately prior to closing of the issuer's initial public offering (the "IPO").

3. Immediately prior to closing of the issuer's IPO, all outstanding principal and accrued but unpaid interest of the Convertible Promissory Note (the "Note") will automatically convert into shares of the issuer's common stock at a conversion price equal to the lesser of (i) the initial public offering price per share of the issuer's common stock, less a 25% discount and (ii) the quotient resulting from dividing $40,000,000 by the issuer's capitalization on a fully diluted basis, as of immediately prior to the IPO closing date.

4. The Note will mature on June 1, 2023.

	/s/ Jennifer Ernst	11/10/2021
	** 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 5 (b)(v).
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