144: Filer Information
| Filer CIK | 0001823381 |
| Filer CCC | XXXXXXXX |
| Is this a LIVE or TEST Filing? |  LIVE
 TEST
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Submission Contact Information | |
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| Form 144 Filer Information |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144
NOTICE OF PROPOSED SALE OF SECURITIES
PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933 | |
FORM 144 |
144: Issuer Information
| Name of Issuer | Outset Medical, Inc. |
| SEC File Number | 001-39513 |
| Address of Issuer | 3052 Orchard Drive San Jose CALIFORNIA 95134 |
| Phone | 669 231-8200 |
| Name of Person for Whose Account the Securities are To Be Sold | John L Brottem |
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account
the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given
as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales
for the account of the person filing this notice.
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| Relationship to Issuer | Officer |
144: Securities Information
| Title of the Class of Securities To Be Sold | Name and Address of the Broker | Number of Shares or Other Units To Be Sold | Aggregate Market Value | Number of Shares or Other Units Outstanding | Approximate Date of Sale | Name the Securities Exchange |
|---|---|---|---|---|---|---|
| Common Stock | Morgan Stanley Smith Barney LLC 1 New York Plaza, 38th Floor New York NY 10004 | 1335 | 26578.1 | 49228078 | 05/16/2023 | NASDAQ |
Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment
of all or any part of the purchase price or other consideration therefor:
144: Securities To Be Sold
| Title of the Class | Date you Acquired | Nature of Acquisition Transaction | Name of Person from Whom Acquired | Is this a Gift? | Date Donor Acquired | Amount of Securities Acquired | Date of Payment | Nature of Payment * |
|---|---|---|---|---|---|---|---|---|
| Common Stock | 05/15/2023 | Settlement of Vested Restricted Stock Units | Issuer |  | 2652 | 05/15/2023 | Equity compensation for services rendered |
* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note
thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made
in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.
Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.
144: Securities Sold During The Past 3 Months
| Name and Address of Seller | Title of Securities Sold | Date of Sale | Amount of Securities Sold | Gross Proceeds |
|---|---|---|---|---|
| John L Brottem 3052 Orchard Drive San Jose CA 95134 | Common Stock | 03/30/2023 | 4130 | 85987 |
| John L Brottem 3052 Orchard Drive San Jose CA 95134 | Common Stock | 05/03/2023 | 1414 | 28280 |
144: Remarks and Signature
| Remarks | Shares sold to cover tax withholding obligations in connection with the vesting of Restricted Stock Units. This sale was made to satisfy tax withholding obligations through a "sell to cover" transaction and does not represent a discretionary trade by the reporting person. |
| Date of Notice | 05/16/2023 |
ATTENTION: | |
| The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date. | |
| Signature | /s/ John L Brottem |
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001) | |
Exhibit 24
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby makes, constitutes and appoints each of Nabeel Ahmed, John L. Brottem, Sara Scheuerlein, Ngating Chow and Lori Serrano,
or any of them acting individually, and with full power of substitution, the undersigned's true and lawful attorney-in-fact to:
| (1) |
prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the U.S. Securities and Exchange Commission (the “SEC”) a Form ID, including amendments thereto, and any other documents
necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934, Rule 144 under the Securities Act of 1933
("Rule 144"), or any rule or regulation of the SEC;
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| (2) |
execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Outset Medical, Inc., a Delaware corporation (the
“Company”), Forms 3, 4, and 5, and Forms 144, each including amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder and Rule 144, respectively;
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| (3) |
do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or Form 144, complete and execute any amendment or
amendments thereto, and timely file such form with the SEC and any stock exchange or similar authority; and
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| (4) |
take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the
undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's discretion.
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The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such
attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing
attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule
144.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier (a) revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact or (b)
superseded by a new power of attorney regarding the purposes outlined herein at a later date.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 4th day of May, 2023.
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/s/ John L. Brottem
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Signature
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John L. Brottem
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Print Name
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