Sec Form 4 Filing - DIGITAL HEALTH SPONSOR LLC @ VSEE HEALTH, INC. - 2024-06-24

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
DIGITAL HEALTH SPONSOR LLC
2. Issuer Name and Ticker or Trading Symbol
VSEE HEALTH, INC. [ VSEE]
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)
980 N. FEDERAL HWY, #304
3. Date of Earliest Transaction (MM/DD/YY)
06/24/2024
(Street)
BOCA RATON, FL33432
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 2,630,250 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
Series A Preferred Stock $ 10 06/24/2024 J( 1 ) 350 ( 2 ) ( 3 ) Common Stock 175,000 $ 0 350 D
Warrants $ 11.5 ( 4 ) 06/20/2029 Common Stock 557,000 557,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DIGITAL HEALTH SPONSOR LLC
980 N. FEDERAL HWY
#304
BOCA RATON, FL33432
X
Sands Lawrence M.
980 N FEDERAL HWY
#304
BOCA RATON, FL33432
X
Signatures
/s/ Lawrence Sands, Manager 06/26/2024
Signature of Reporting Person Date
/s/ Lawrence Sands 06/26/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares of Series A preferred stock ("Series A Stock") acquired in connection with closing of the Business Combination pursuant to the terms of the Business Combination Agreement by and among Digital Health Acquisition Corp. ("DHAC"), Digital Health Merger Sub I, Inc., Digital Health Merger Sub II, Inc., VSee Lab, Inc. and iDoc Virtual Telehealth Solutions, Inc. (iDoc") (the "Business Combination"). In the Business Combination certain indebtedness owed by DHAC to affiliates of DHAC, among others, was converted to Series A Stock.
( 2 )The Series A Stock is convertible into Issuer's common stock at any time following the earlier of 12 months after the initial issuance of Series A Stock or the date on which no shares of Series A Stock remain outstanding.
( 3 )Not applicable.
( 4 )Warrants may be exercised at any time commencing 30 days after June 24, 2024.

Remarks:
Lawrence Sands is filing this Form 4 jointly with the Reporting Person solely in his capacity as manager of Reporting Person. As such, he has sole voting and investment power with respect to Issuer's securities held by Reporting Person. Mr. Sands disclaims beneficial ownership of such securities other than to the extent of his pecuniary interest, if any, therein, directly or indirectly.

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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