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^*

Rikkers Laing

(Last)

(First)

(Middle)

5675 GIBRALTAR AVENUE

(Street)

PLEASANTON

94588

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ProSomnus, Inc. [ OSA ]

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)
09/20/2023

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)
Series A Preferred Stock	$1⁽¹⁾	09/20/2023		A⁽²⁾		25		09/20/2023	⁽¹⁾	Common Stock	25,000	⁽²⁾	25	I	See footnote⁽³⁾
Warrants (right to buy)	$1	09/20/2023		A⁽²⁾		25,000		⁽⁴⁾	09/20/2028	Common Stock	25,000	⁽²⁾	25,000	I	See footnote⁽³⁾
Series A Preferred Stock	$1⁽¹⁾	09/20/2023		A⁽²⁾		25		09/20/2023	⁽¹⁾	Common Stock	25,000	⁽²⁾	25	I	See footnote⁽⁵⁾
Warrants (right to buy)	$1	09/20/2023		A⁽²⁾		25,000		⁽⁴⁾	09/20/2028	Common Stock	25,000	⁽²⁾	25,000	I	See footnote⁽⁵⁾
Series A Preferred Stock	$1⁽¹⁾	09/20/2023		A⁽²⁾		150		09/20/2023	⁽¹⁾	Common Stock	150,000	⁽²⁾	150	I	See footnote⁽⁶⁾
Warrants (right to buy)	$1	09/20/2023		A⁽²⁾		150,000		⁽⁴⁾	09/20/2028	Common Stock	150,000	⁽²⁾	150,000	I	See footnote⁽⁶⁾

Explanation of Responses:

1. The Series A Preferred Stock is convertible (subject to certain conversion limitations prior to the Issuer obtaining stockholder approval of the transactions contemplated by the SPA) into Common Stock at the Reporting Person's election at $1 per share, which conversion price may be adjusted in accordance withe the terms of the Series A Preferred Stock, and has no expiration date.

2. The Reporting Person acquired the shares and warrants pursuant to the terms of that certain Securities Purchase Agreement by and among the Issuer and the investors named therein, as disclosed in the Current Report on Form 8-K filed by the Issuer with the SEC on September 21, 2023 (the "SPA").

3. Shares are held by Leander Swift Rikkers 2002 Trust for the benefit of the Reporting Person's child. The Reporting Person serves as trustee of this trust. The Reporting Person disclaims beneficial ownership of these shares to the extent that she does not have a pecuniary interest in them.

4. The warrants become exercisable upon the Issuer obtaining shareholder approval of the transactions contemplated by the SPA.

5. Shares are held by Laura Laing Rikkers 2004 Trust for the benefit of the Reporting Person's child. The Reporting Person serves as trustee of this trust. The Reporting Person disclaims beneficial ownership of these shares to the extent that she does not have a pecuniary interest in them.

6. Shares are held by Trust U/A 4/29/83 fbo Laing F. Rikkers.

Remarks:

	/s/ Brian B. Dow, Attorney-in-fact	09/21/2023
	** 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 Rikkers Laing