SEC FORM 4

SEC FORM 4 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

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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^*

Saint Sean

(Last)

(First)

(Middle)

C/O BETA BIONICS, INC.

11 HUGHES

(Street)

IRVINE

92618

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Beta Bionics, Inc. [ BBNX ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/31/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$7.51	01/31/2025		A		749,445		⁽¹⁾	07/31/2032	Common Stock⁽²⁾	749,445	$0	749,445	D
Employee Stock Option (right to buy)	$7.51	01/31/2025		A		83,268		⁽³⁾	07/31/2032	Common Stock⁽²⁾	83,268	$0	83,268	D
Employee Stock Option (right to buy)	$5.1	01/31/2025		A		494,198		⁽⁴⁾	09/13/2033	Common Stock⁽²⁾	494,198	$0	494,198	D
Employee Stock Option (right to buy)	$5.1	01/31/2025		A		54,911		⁽⁵⁾	09/13/2033	Common Stock⁽²⁾	54,911	$0	54,911	D
Employee Stock Option (right to buy)	$17	01/31/2025		A		467,944		⁽⁶⁾	01/28/2035	Common Stock⁽²⁾	467,944	$0	467,944	D

Explanation of Responses:

1. One-fourth of the shares subject to this option shall vest one year after August 1, 2022, and thereafter 1/36th of the shares subject to this option shall vest on each monthly anniversary thereof.

2. Immediately prior to the closing of the initial public offering, each share of Class B Common Stock subject to this option was converted into an equal number of shares of Common Stock.

3. The shares subject to this option shall vest in 12 equal monthly installments measured four years after August 1, 2022.

4. One-fourth of the shares subject to this option shall vest one year after August 15, 2022, and thereafter 1/36th of the shares subject to this option shall vest on each monthly anniversary thereof.

5. The shares subject to this option shall vest in 12 equal monthly installments measured four years after August 15, 2022.

6. Vesting is monthly over a 48-month period starting January 29, 2025 in equal monthly amounts.

	/s/ Stephen Feider, Attorney-in-Fact	02/03/2025
	** 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).
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SEC Form 4 filed by President & CEO Saint Sean