Sec Form 3 Filing - GROSSMAN D KEITH @ Outset Medical, Inc. - 2020-09-14

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

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1. Name and Address of Reporting Person GROSSMAN D KEITH 2. Issuer Name and Ticker or Trading Symbol Outset Medical, Inc. [ OM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3052 ORCHARD DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 09/14/2020 (Street) SAN JOSE, CA95134 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 1,347 I ( 1 ) Held by The D. Keith and Hallie H. Grossman Family Living Trust ( 1 )

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 Stock Option (Right to Buy) $ 1.11 ( 2 ) 04/16/2024 Common Stock 84,917 D Stock Option (Right to Buy) $ 2.92 ( 3 ) 07/22/2025 Common Stock 64,567 D Stock Option (Right to Buy) $ 3.87 ( 4 ) 09/19/2027 Common Stock 62,025 D Stock Option (Right to Buy) $ 4.11 ( 5 ) 11/03/2028 Common Stock 56,962 D Stock Option (Right to Buy) $ 8.61 ( 6 ) 02/03/2030 Common Stock 31,645 D Series C Redeemable Convertible Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock 4,885 I ( 1 ) Held by The D. Keith and Hallie H. Grossman Family Living Trust ( 1 ) Series D Redeemable Convertible Preferred Stock ( 8 ) ( 8 ) ( 8 ) Common Stock 5,372 I ( 1 ) Held by The D. Keith and Hallie H. Grossman Family Living Trust ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GROSSMAN D KEITH 3052 ORCHARD DRIVE SAN JOSE, CA95134 X Signatures /s/ LeeAnn Linck, attorney-in-fact for Donald Keith Grossman 09/14/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of common stock of the Issuer ("Shares") are held directly by The D. Keith and Hallie H. Grossman Family Living Trust, for which the reporting person and his spouse serve as trustees. ( 2 )This option vested 25% on April 15, 2015, and then in 36 equal monthly installments thereafter. ( 3 )This option vested in 48 equal monthly installments beginning on August 22, 2015. ( 4 )This option vests in 48 equal monthly installments beginning on October 19, 2017, subject to the reporting person's continued employment through the applicable vesting date. ( 5 )This option vests in 48 equal monthly installments beginning on December 3, 2018, subject to the reporting person's continued employment through the applicable vesting date. ( 6 )This option vests in 48 equal monthly installments beginning on March 3, 2020, subject to the reporting person's continued employment through the applicable vesting date. ( 7 )Each share of Series C redeemable convertible preferred stock is convertible into approximately 0.1266 Shares, and will automatically convert upon the closing of the IPO. These shares have no expiration date. ( 8 )Each share of Series D redeemable convertible preferred stock is convertible into approximately 0.1671 Shares, and will automatically convert upon the closing of the IPO. These shares have no expiration date.

Remarks: Exhibit List Exhibit 24 - Power of Attorney

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).

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