SEC FORM 3 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*
Chao Xingjuan

(Last) (First) (Middle)
C/O CERIBELL, INC.
360 N. PASTORIA AVENUE

(Street)
SUNNYVALE CA 94085

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/10/2024
3. Issuer Name and Ticker or Trading Symbol
Ceribell, Inc. [ CBLL ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
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 661,201 D
Common Stock 369,088 I By ACP 2021 Trust(1)(2)
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) (3) 11/10/2025 Common Stock 48,871 $0.39 D
Stock Option (Right to Buy) (3) 06/10/2029 Common Stock 44,724 $2.24 D
Stock Option (Right to Buy) (3) 06/10/2029 Common Stock 152,551 $2.24 D
Stock Option (Right to Buy) (4) 06/10/2031 Common Stock 282,100 $3.65 D
Stock Option (Right to Buy) (5) 02/16/2033 Common Stock 298,832 $4.7 D
Stock Option (Right to Buy) (6) 02/16/2033 Common Stock 242,801 $4.7 D
Stock Option (Right to Buy) (7) 04/23/2024 Common Stock 166,536 $9.41 D
Explanation of Responses:
1. The reporting person disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein.
2. The Reporting Person is a co-trustee of the ACP 2021 Trust, and therefore may be deemed to share beneficial ownership of these securities.
3. The stock option is fully vested and currently exercisable.
4. The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of June 10, 2021, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
5. The option vests with respect to 1/48 of the shares subject thereto on each monthly anniversary of April 1, 2023, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
6. The option vests with respect to 1/24 of the shares subject thereto on each monthly anniversary of April 1, 2023, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
7. The option vests with respect to 1/24 of the shares subject thereto on each monthly anniversary of April 1, 2024, subject to the Reporting Person's continued employment or service relationship with the Issuer on each such vesting date.
/s/ Louisa Daniels, Attorney-in-Fact for Xingjuan (Jane) Chao 10/10/2024
** 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).
** 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.