SEC Info - Hilz Mark T - ‘3’ for 6/14/22 re: Heart Test Laboratories, Inc.

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

HILZ MARK T

(Last)

(First)

(Middle)

550 RESERVE STREET, SUITE 360

(Street)

SOUTHLAKE

76092

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
6/14/22

3. Issuer Name and Ticker or Trading Symbol
Heart Test Laboratories, Inc. [ HSCS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	441,522	D
Common Stock	4,040	I	By Daughter

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrants	11/17/21	10/12/26	Common Stock	30	2.89	D
Warrants	6/28/13	6/28/23	Common Stock	379	3.47	D
Warrants	8/23/13	8/23/23	Common Stock	644	3.47	D
Series C Convertible Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	7,894	6.59	D
Employee Stock Option (Right to Buy)	⁽²⁾	5/1/26	Common Stock	18,939	12.21	D
Employee Stock Option (Right to Buy)	⁽³⁾	5/1/26	Common Stock	3,788	12.21	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	3/14/28	Common Stock	7,576	15.18	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	3/14/28	Common Stock	7,576	15.18	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	3/14/28	Common Stock	7,576	15.18	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	11/1/28	Common Stock	7,576	15.18	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	11/1/28	Common Stock	7,576	15.18	D
Employee Stock Option (Right to Buy)	⁽⁹⁾	11/1/28	Common Stock	7,576	15.18	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾	9/1/29	Common Stock	22,727	1.29	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾	9/1/29	Common Stock	30,303	1.29	D
Employee Stock Option (Right to Buy)	⁽¹²⁾	11/6/30	Common Stock	26,515	1.29	D
Employee Stock Option (Right to Buy)	⁽¹³⁾	11/6/30	Common Stock	26,515	1.29	D
Employee Stock Option (Right to Buy)	⁽¹⁴⁾	3/1/32	Common Stock	26,515	3.47	D
Employee Stock Option (Right to Buy)	⁽¹⁵⁾	3/1/32	Common Stock	26,515	3.47	D

Explanation of Responses:

(1) The Convertible Preferred Stock may be converted at any time, at the Holder's election and there is no expiration. The conversion ratio is 3.7954 shares of Common Stock for each share of Series C Preferred Stock.

(2) The entire option has become fully-vested and may be exercised at any time at the Holder's election.

(3) The option becomes fully-vested and may be exercised at any time at Holder's election upon the achievement of performance-based criteria related to approval by the U.S. Food and Drug Administration of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied.

(4) The option becomes fully-vested and may be exercised at any time at Holder's election upon the achievement of performance-based criteria related to approval by the U.S. Food and Drug Administration of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied.

(5) The option becomes fully-vested and may be exercised at any time at Holder's election upon the Company having one calendar quarter of positive EBITDA. As of the date of this filing, the performance-based criteria have not been satisfied.

(6) The option becomes fully-vested and may be exercised at any time at Holder's election upon the sale of a specified number of units of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied.

(7) The option becomes fully-vested and may be exercised at any time at Holder's election upon the achievement of performance-based criteria related to approval by the U.S. Food and Drug Administration of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied.

(8) The option becomes fully-vested and may be exercised at any time at Holder's election upon the Company having one calendar quarter of positive EBITDA. As of the date of this filing, the performance-based criteria have not been satisfied.

(9) The option becomes fully-vested and may be exercised at any time at Holder's election upon the sale of a specified number of units of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied.

(10) The option becomes fully-vested and may be exercised at any time at Holder's election upon the achievement of performance-based criteria related to approval by the U.S. Food and Drug Administration of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied.

(11) The entire option has become fully-vested and may be exercised at any time at the Holder's election.

(12) The option becomes fully-vested and may be exercised at any time at Holder's election upon the achievement of performance-based criteria related to approval by the U.S. Food and Drug Administration of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied.

(13) The option becomes fully-vested and may be exercised at any time at Holder's election upon the receipt of at least $15 million pursuant to the Company's sale of debt or equity securities or borrowings from any debt financing source. As of the date of this filing, the performance-based criteria have not been satisfied.

(14) The entire option has become fully-vested and may be exercised at any time at the Holder's election.

(15) The option becomes fully-vested and may be exercised at any time at Holder's election upon the achievement of performance-based criteria related to approval by the U.S. Food and Drug Administration of certain of the Company's products. As of the date of this filing, the performance-based criteria have not been satisfied.

Remarks:

Chief Operating Officer and Secretary

	/s/ Mark Hilz	6/14/22
	** Signature of Reporting Person	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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Hilz Mark T – ‘3’ for 6/14/22 re: Heart Test Laboratories, Inc.

On: Wednesday, 7/6/22, at 1:40pm ET · For: 6/14/22 · As: Director and Officer · Accession #: 899243-22-25275 · File #: 1-41422

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34

Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Hilz Mark T – ‘3’ for 6/14/22 re: Heart Test Laboratories, Inc.

On: Wednesday, 7/6/22, at 1:40pm ET · For: 6/14/22 · As: Director and Officer · Accession #: 899243-22-25275 · File #: 1-41422

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34

Filing Table of Contents