Ownership Submission

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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BROUNSTEIN RICHARD D

2. Date of Event Requiring Statement (Month/Day/Year)
11/10/2021

3. Issuer Name and Ticker or Trading Symbol
HeartBeam, Inc. [BEAT]

(Last)

(First)

(Middle)

2118 WALSH AVE, SUITE 210

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chief Financial Officer

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

(Street)

SANTA CLARA, CA 95050

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 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	62,878	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Promissory Note	⁽¹⁾	⁽¹⁾	Common Stock	19,465	$ ⁽¹⁾	I	See Footnote ⁽³⁾
Convertible Promissory Note	⁽²⁾	⁽²⁾	Common Stock	9,732	$ ⁽²⁾	I	See Footnote ⁽⁴⁾
Stock option (right to buy)	⁽⁵⁾	01/10/2029	Common Stock	9,849	$ 0.0003	D
Common Stock warrant (right to buy)	⁽⁶⁾	02/11/2023	Common Stock	1,455	$ 2.75	D

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BROUNSTEIN RICHARD D 2118 WALSH AVE, SUITE 210 SANTA CLARA, CA 95050			Chief Financial Officer

Signatures

/s/ Richard Brounstein		11/10/2021
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents $81,753.00 of outstanding principal and interest calculated through November 10, 2021. The note will convert into 19,465 shares of Common Stock upon the closing of the Issuer's initial public offering of Common Stock (the "IPO").
(2)	Represents $40,874.40 of outstanding principal and interest calculated through November 10, 2021. The note will convert into 9,732 shares of Common Stock upon the closing of the IPO.
(3)	The Convertible Promissory Note is held by the R and S Brounstein Living Trust, of which the Reporting Person is a trustee.
(4)	The Convertible Promissory Note is held by CTRLCFO, LLC, of which the Reporting Person is the Manager.
(5)	One thirteeth of the shares subject to the option vest on each one-month anniversary beginning December 2, 2021 and each one-month anniversary thereafter, subject to the Reporting Person continuing as a service provider through each such date.
(6)	All of the shares subject to the warrant are fully vested and exercisable as of the date hereof.

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