SEC Filing | Cutera Inc.

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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).

1. Name and Address of Reporting Person^*

Patton Stephana Eilene

(Last)

(First)

(Middle)

C/O CUTERA, INC.

3240 BAYSHORE BLVD.

(Street)

BRISBANE

94005

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CUTERA INC [ CUTR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Legal Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2024

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
COMMON STOCK	03/06/2024		A		25,000⁽¹⁾	A	$0	25,000	D
COMMON STOCK	03/06/2024		A		25,000⁽²⁾	A	$0	50,000	D
COMMON STOCK	03/06/2024		A		30,000⁽³⁾	A	$0	80,000	D

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)
Stock Option (Right to Buy)	$2.11	03/06/2024		A		30,000		⁽⁴⁾	03/06/2031	COMMON STOCK	30,000	$0	30,000	D
Stock Option (Right to Buy)	$2.11	03/06/2024		A		25,000		⁽⁵⁾	03/06/2031	COMMON STOCK	25,000	$0	55,000	D

Explanation of Responses:

1. 25,000 shares of the securities represent restricted stock units (RSUs) granted to the reporting person. Each RSU represents a contingent right to receive one share of Common Stock. 25% of the shares shall vest on November 13, 2024 and then 1/12 of the remaining shares shall vest quarterly thereafter, subject to the reporting person continuing to be a service provider through each such date.

2. 25,000 shares of the securities represent performance stock unit awards (PSU) granted to the reporting person. Each PSU represents a contingent right to receive one share of Common Stock. A quantity equal to 25% of the shares shall become eligible for time-based vesting if the 30-calendar day trailing average of the Company's closing common stock price meets or exceeds $10.00 within four years of the grant date. Once the foregoing condition is attained, 25% of the award shall vest on the later of (i) the date such condition is attained or (ii) the commencement date plus one year, and then 1/12 of the remaining shares shall vast quarterly thereafter, subject to the reporting person continuing to be a service provider through each such date.

3. 30,000 shares of the securities represent performance stock unit awards (PSU) granted to the reporting person. Each PSU represents a contingent right to receive one share of Common Stock. A quantity equal to 25% of the shares shall become eligible for time-based vesting if the 30-calendar day trailing average of the Company's closing common stock price meets or exceeds $20.00 within four years of the grant date. Once the foregoing condition is attained, 25% of the award shall vest on the later of (i) the date such condition is attained or (ii) the commencement date plus one year, and then 1/12 of the remaining shares shall vast quarterly thereafter, subject to the reporting person continuing to be a service provider through each such date.

4. 30,000 shares of the stock option will vest according to the following schedule: One-fourth of the shares subject to the option shall vest on November 13, 2024 and then 1/36 of the remaining shares subject to the option shall vest monthly thereafter, subject to the reporting person continuing to be a service provider through each such date.

5. 25,000 shares of the stock options will vest according to the following schedule: 50% of the shares subject to the option shall vest on November 21, 2024 and then 1/24 monthly thereafter for 12 months, subject to the reporting person continuing to be a service provider through each such date.

Remarks:

	/s/ Stephana Patton	03/08/2024
	** 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.