Sec Form 4 Filing - Shakil Ian @ Augmedix, Inc. - 2024-10-02

Insider filing report for Changes in Beneficial Ownership
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FORM 4
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
Shakil Ian
2. Issuer Name and Ticker or Trading Symbol
Augmedix, Inc. [ AUGX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CHIEF STRATEGY OFFICER
(Last) (First) (Middle)
C/O AUGMEDIX, INC., 111 SUTTER STREET, SUITE 1300
3. Date of Earliest Transaction (MM/DD/YY)
10/02/2024
(Street)
SAN FRANCISCO, CA94104
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 10/02/2024 D 7,701 D ( 1 ) $ 2.35 0 D
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
Employee Stock Option (right to buy) $ 0.86 10/02/2024 D 455,949 ( 6 ) 12/05/2028 Common Stock 455,949 $ 0 ( 2 ) ( 3 ) 0 D
Employee Stock Option (right to buy) $ 3.84 10/02/2024 D 50,000 ( 7 ) 05/23/2033 Common Stock 50,000 $ 0 ( 2 ) ( 3 ) 0 D
Employee Stock Option (right to buy) $ 3.84 10/02/2024 D 150,000 ( 8 ) 05/23/2033 Common Stock 150,000 $ 0 ( 2 ) ( 3 ) 0 D
Employee Stock Option (right to buy) $ 1.79 10/02/2024 D 40,000 ( 9 ) 02/17/2033 Common Stock 40,000 $ 0 ( 2 ) ( 3 ) 0 D
Employee Stock Option (right to buy) $ 2.48 10/02/2024 D 30,000 ( 10 ) 03/09/2032 Common Stock 30,000 $ 0 ( 2 ) ( 3 ) 0 D
Employee Stock Option (right to buy) $ 3 10/02/2024 D 47,239 ( 11 ) 01/18/2031 Common Stock 47,239 $ 0 ( 2 ) ( 3 ) 0 D
Restricted Stock Units ( 5 ) 10/02/2024 D 52,500 ( 4 ) ( 4 ) Common Stock 52,500 $ 0 ( 4 ) 0 D
Restricted Stock Units ( 5 ) 10/02/2024 D 56,250 ( 4 ) ( 4 ) Common Stock 56,250 $ 0 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shakil Ian
C/O AUGMEDIX, INC.
111 SUTTER STREET, SUITE 1300
SAN FRANCISCO, CA94104
X CHIEF STRATEGY OFFICER
Signatures
/s/ Todd Holvick, Attorney-in-Fact 10/04/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of in connection with the merger of Augmedix, Inc. ("Augmedix") with and into Anderson Merger Sub, Inc. (the "Merger Sub"), effective October 2, 2024 (the "Merger"), pursuant to the Agreement and Plan of Merger dated as of July 19, 2024, among Augmedix, Commure, Inc., and Merger Sub (the "Merger Agreement"). In connection with the Merger, the shares listed were canceled and converted into the right to receive $2.35 per share, without interest (the "Merger Consideration"), and subject to applicable tax withholdings.
( 2 )Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each stock option (the "Company Option") that was outstanding, unexercised and vested as of immediately prior to the Effective Time with a per share exercise price ("Per Share Exercise Price") that was less than the Merger Consideration, was cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product of (i) the aggregate number of shares of common stock of Augmedix (the "Company Common Stock") underlying such Company Option immediately prior to the Effective Time, and (ii) the excess of (A) the Merger Consideration over (B) the Per Share Exercise Price of such Company Option. Each Company Option that had a Per Share Exercise Price that was equal to or exceeded the amount of the Merger Consideration at the Effective Time was cancelled for no consideration.
( 3 )Each Company Option that was unvested and had a Per Share Exercise Price that was less than the amount of the Merger Consideration at the Effective Time was replaced with a cash incentive program, which in either case preserves the compensation elements and vesting terms of the Company Option.
( 4 )Pursuant to the Merger Agreement, at the Effective Time, the restricted stock units were replaced with a cash incentive program, which preserves the compensation elements and vesting terms of the restricted stock units.
( 5 )Each Restricted Stock Unit ("RSU") represents a contingent right to receive one share of Augmedix, Inc. common stock.
( 6 )Fully vested.
( 7 )The option is granted under the Augmedix, Inc. (the "Issuer") 2020 Equity Incentive Plan. The option will vest monthly in equal increments over one (1) year starting on May 17, 2023, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
( 8 )The option is granted under the Issuer's 2020 Equity Incentive Plan. Twenty-five percent (25%) of the shares subject to the Option shall vest on the one (1) year anniversary of May 17, 2023 and the remaining shares subject to the Option shall vest subsequently in thirty-six (36) equal monthly increments thereafter, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
( 9 )The option is granted under the Augmedix, Inc. (the "Issuer") 2020 Equity Incentive Plan. The option will vest monthly in equal increments over four years starting on the grant date, subject to the Reporting Person's provision of service to the Issuer on each vesting date.
( 10 )The option is granted under the Augmedix, Inc. (the "Issuer") 2020 Equity Incentive Plan. The option will vest monthly in equal increments for four years starting on March 10, 2022, subject to the Reporting Person's provision of service to the Issuer on each vesting date, and will be fully vested on March 10, 2026.
( 11 )The options will vest as to 1/48 of the total shares on February 1, 2021, and an additional 1/48 of the options will vest monthly thereafter until the options are fully vested, subject to the Reporting Person's provision of service to the Issuer on each vesting 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 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).

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