SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Ferrari Richard
(Last) (First) (Middle)
2118 WALSH AVENUE, SUITE 210
(Street)
SANTA CLARA CA 95050
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HeartBeam, Inc. [ BEAT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/02/2026
4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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 Units (1) 10/02/2026 A 125,000 (2) (2) Common Stock 125,000 $0 125,000 D
Restricted Stock Units (1) 10/02/2026 A 90,625 (3) (3) Common Stock 90,625 $0 90,625 D
Stock Option (Right to Buy) $0.435 10/02/2026 A 125,000 (4) 10/02/2036 Common Stock 125,000 $0 125,000 D
Explanation of Responses:
1. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock upon vesting.
2. The RSUs were granted on October 2, 2026 under the Issuer's 2022 Equity Incentive Plan, as amended (the "Plan"), as an annual RSU award to non-employee directors. One hundred percent (100%) of the RSUs will vest on the earlier of October 2, 2027 or the date of the Issuer's next annual meeting of stockholders following the grant date, subject to the Reporting Person's continued service as a non-employee director through the vesting date. Vested RSUs will be settled in shares of common stock. RSUs do not expire.
3. Represents a special RSU award granted to the Reporting Person on October 2, 2026 under the Plan in connection with the suspension of cash retainers for the period of July 1, 2026 through December 31, 2026. One-half of the RSUs vested on the grant date, and the remaining RSUs will vest on January 1, 2027, subject to the Reporting Person's continued service as a director through the vesting date. All unvested RSUs will vest in full immediately prior to a Change in Control (as defined in the Plan), subject to the Reporting Person's continued service as a director through such date.
4. Represents a nonqualified stock option granted to the Reporting Person on October 2, 2026 under the Plan in connection with the Reporting Person's additional responsibilities as Chair of the Board. One-twelfth of the shares subject to the option vest on each monthly anniversary of July 1, 2026, such that 3/12ths of the shares subject to the option were vested on the grant date and the option will be fully vested on July 1, 2027, subject to the Reporting Person's continued service as a director through each vesting date.
/s/ Richard Ferrari 10/09/2026
** 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 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).

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.