Sec Form 4 Filing - Tharby Linda M @ KORU Medical Systems, Inc. - 2025-03-17

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
Tharby Linda M
2. Issuer Name and Ticker or Trading Symbol
KORU Medical Systems, Inc. [ KRMD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O KORU MEDICAL SYSTEMS, INC., 100 CORPORATE DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/17/2025
(Street)
MAHWAH, NJ07430
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 03/17/2025 M 15,968 A $ 0 ( 1 ) 1,085,411 ( 4 ) D
Common Stock 03/17/2025 F( 2 ) 8,848 D $ 2.8873 1,076,563 ( 4 ) D
Common Stock 03/19/2025 F( 3 ) 29,813 D $ 2.83 1,046,750 ( 4 ) 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
Restricted Stock Unit ( 5 ) 03/17/2025 M 15,968 ( 5 ) ( 5 ) Common Stock 15,968 ( 5 ) 47,904 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tharby Linda M
C/O KORU MEDICAL SYSTEMS, INC.
100 CORPORATE DRIVE
MAHWAH, NJ07430
X Chief Executive Officer
Signatures
/s/ Linda Tharby 03/21/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents common stock issued upon vesting of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting.
( 2 )Represents shares withheld to satisfy tax obligations upon vesting of restricted stock units.
( 3 )Represents shares withheld to satisfy tax obligations upon vesting of previously issued restricted stock.
( 4 )Includes 200,000 in restricted stock awards that vest based on a schedule of the Company's market capitalization prior to 3/15/27; and 600,000 in restricted stock awards that vest based on a schedule of the Company's net sales growth targets for each of the fiscal years ended 12/31/22 through 12/31/25.
( 5 )This restricted stock unit award was granted under the Issuer's 2024 Omnibus Equity Incentive Plan. The units comprising the award vest in equal increments on March 15, 2025 and each first, second and third anniversaries thereof (each, a vesting date). Shares were withheld to satisfy applicable tax withholding obligations.

Remarks:
The filing of this statement shall not be construed as an admission (a) that the person filing this statement is, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any equity securities covered by this statement, or (b) that this statement is legally required to be filed by such person.

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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