Sec Form 3 Filing - Carnegie Mark H. @ EBR Systems, Inc. - 2024-09-30

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Carnegie Mark H. 2. Issuer Name and Ticker or Trading Symbol EBR Systems, Inc. [ EBRCZ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O M.H. CARNEGIE & CO. PTY LTD, SUITE 210-F3, 122 LANG ROAD 3. Date of Earliest Transaction (MM/DD/YY) 09/30/2024 (Street) MOORE PARK, C32021 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 784,209 ( 1 ) I by M. Carnegie Pty Ltd ( 2 ) Common Stock 14,952,663 ( 1 ) I by Carnegie Venture Capital Pty Ltd ( 3 ) Common Stock 14,162,839 ( 1 ) I by Carnegie Innovation Fund No 2 LP ( 4 ) Common Stock 7,883,287 ( 1 ) I by MHC Fund Services B Pty Ltd ( 5 ) Common Stock 3,323,193 ( 1 ) I by MHC Fund Services 2A Pty Ltd ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant (right to buy) $ 0.41 10/29/2017 10/29/2027 Common Stock 1,950,607 I by M. H. Carnegie & Co. Pty Ltd ( 7 ) Warrant (right to buy) $ 0.59 08/26/2019 08/26/2029 Common Stock 682,021 I by Carnegie Venture Capital Pty Ltd ( 3 ) Warrant (right to buy) $ 0.59 08/26/2019 08/26/2029 Common Stock 224,263 I by Carnegie Innovation Fund No 2 LP ( 4 ) Warrant (right to buy) $ 0.59 08/26/2019 08/26/2029 Common Stock 177,063 I by MHC Fund Services B Pty Ltd ( 5 ) Warrant (right to buy) $ 0.59 03/13/2020 03/13/2030 Common Stock 682,021 I by Carnegie Venture Capital Pty Ltd ( 3 ) Warrant (right to buy) $ 0.59 03/13/2020 03/13/2030 Common Stock 224,263 I by Carnegie Innovation Fund No 2 LP ( 4 ) Warrant (right to buy) $ 0.59 03/13/2020 03/13/2030 Common Stock 177,063 I by MHC Fund Services B Pty Ltd ( 5 ) Warrant (right to buy) $ 0.59 02/12/2021 02/12/2031 Common Stock 362,513 I by Carnegie Venture Capital Pty Ltd ( 3 ) Warrant (right to buy) $ 0.59 02/12/2021 02/12/2031 Common Stock 70,825 I by MHC Fund Services B Pty Ltd ( 5 ) Warrant (right to buy) $ 0.59 06/25/2021 06/25/2031 Common Stock 91,159 I by M. Carnegie Pty Ltd ( 2 ) Warrant (right to buy) $ 0.59 06/25/2021 06/25/2031 Common Stock 337,558 I by Carnegie Venture Capital Pty Ltd ( 3 ) Warrant (right to buy) $ 0.59 06/25/2021 06/25/2031 Common Stock 378,575 I by MHC Fund Services B Pty Ltd ( 5 ) Warrant (right to buy) $ 0.59 10/04/2021 10/04/2031 Common Stock 91,159 I by M. Carnegie Pty Ltd ( 2 ) Warrant (right to buy) $ 0.59 10/04/2021 10/04/2031 Common Stock 337,558 I by Carnegie Venture Capital Pty Ltd ( 3 ) Warrant (right to buy) $ 0.59 10/04/2021 10/04/2031 Common Stock 378,575 I by MHC Fund Services B Pty Ltd ( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Carnegie Mark H. C/O M.H. CARNEGIE & CO. PTY LTD SUITE 210-F3, 122 LANG ROAD MOORE PARK, C32021 X M.H. Carnegie & Co. Pty Ltd SUITE 210-F3, THE ENTERTAINMENT QUARTER, 122 LANG ROAD MOORE PARK, C32021 X Signatures /s/ Mark H. Carnegie 10/11/2024 Signature of Reporting Person Date /s/ M.H. Carnegie & Co. Pty Ltd, by Mark H. Carnegie, Chief Executive Officer 10/11/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents shares of the Issuer's common stock underlying the same amount of Chess Depository Interests ("CDIs"). The CDIs trade on the Australian Securities Exchange (the "ASX") and are held by CHESS Depositary Nominees Pty, Limited, a subsidiary of ASX Limited, the company that operates the ASX. ( 2 )Mark H. Carnegie is controlling member of M. Carnegie Pty Ltd and as such may be deemed to be the beneficial owner for purposes of Rule 16a-1(a) under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the reported securities held by M. Carnegie Pty Ltd. ( 3 )M.H. Carnegie & Co. Pty Ltd, an Australian regulated company, serves as the investment manager for, and as such may be deemed to be the beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by, Carnegie Venture Capital Pty Ltd, an Australian domiciled corporate limited partnership. Mark H. Carnegie is controlling member of M.H. Carnegie & Co. Pty Ltd and as such may be deemed to be the shared beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by Carnegie Venture Capital Pty Ltd. Carnegie Venture Capital Pty Ltd, M.H. Carnegie & Co. Pty Ltd, and Mark H. Carnegie each disclaim beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. ( 4 )M.H. Carnegie & Co. Pty Ltd, an Australian regulated company, serves as the investment manager for, and as such may be deemed to be the beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by, Carnegie Innovation Fund No 2 LP, an Australian domiciled registered limited partnership. Mark H. Carnegie is controlling member of M.H. Carnegie & Co. Pty Ltd and as such may be deemed to be the shared beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by Carnegie Innovation Fund No 2 LP. Carnegie Innovation Fund No 2 LP, M.H. Carnegie & Co. Pty Ltd, and Mark H. Carnegie each disclaim beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. ( 5 )M.H. Carnegie & Co. Pty Ltd, an Australian regulated company, serves as the investment manager for, and as such may be deemed to be the beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by, MHC Fund Services B Pty Ltd, an Australian domiciled investment trust. Mark H. Carnegie is controlling member of M.H. Carnegie & Co. Pty Ltd and as such may be deemed to be the shared beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by MHC Fund Services B Pty Ltd. MHC Fund Services B Pty Ltd, M.H. Carnegie & Co. Pty Ltd, and Mark H. Carnegie each disclaim beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. ( 6 )M.H. Carnegie & Co. Pty Ltd, an Australian regulated company, serves as the investment manager for, and as such may be deemed to be the beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by, MHC Fund Services 2A Pty Ltd, an Australian domiciled investment trust. Mark H. Carnegie is controlling member of M.H. Carnegie & Co. Pty Ltd and as such may be deemed to be the shared beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities held by MHC Fund Services 2A Pty Ltd. MHC Fund Services 2A Pty Ltd, M.H. Carnegie & Co. Pty Ltd, and Mark H. Carnegie each disclaim beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. ( 7 )Includes 854,018 shares held on behalf of Trevor J. Moody, a director of the Issuer. Mark H. Carnegie is controlling member of M.H. Carnegie & Co. Pty Ltd and as such may be deemed to be the shared beneficial owner for purposes of Rule 16a-1(a) under the Exchange Act of the reported securities directly held by M.H. Carnegie & Co. Pty Ltd, an Australian regulated company. M.H. Carnegie & Co. Pty Ltd and Mark H. Carnegie each disclaim beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

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.