Natus Medical Incorporated : Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * Sullivan Thomas Joseph 2. Issuer Name and Ticker or Trading Symbol NATUS MEDICAL INC [NTUS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) President and CEO / (Last) (First) (Middle) C/O NATUS MEDICAL INCORPORATED , 3150 PLEASANT VIEW ROAD 3. Date of Earliest Transaction (Month/Day/Year) (Street) MIDDLETON WI 53562 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Join/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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	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	5. Number of Derivative Securities Acquired (A) or Disposed of (D)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security	8. Price of Derivative Security	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership
Code	V	(A)	(D)	Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Sullivan Thomas Joseph C/O NATUS MEDICAL INCORPORATED 3150 PLEASANT VIEW ROAD MIDDLETON, WI53562	X		President and CEO

Signatures

/s/ DOUGLAS BALOG by POWER OF ATTORNEY	2022-07-21
**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 the number of shares of Common Stock subject to performance-based stock unit awards ("RSUs") that vested and were settled as a result of the merger ("Merger") pursuant to the previously announced Agreement and Plan of Merger, dated April 17, 2022, between Prince Parent Inc. ("Parent"), Prince Mergerco Inc, and Issuer ("Merger Agreement"). Pursuant to, and subject to the terms of a retention agreement, dated April 17, 2022, between Mr. Sullivan, Parent and Issuer, $6,000,000 of the amount payable to Mr. Sullivan in respect of the RSUs did not become payable upon the Merger and, instead will become payable 50% on the six-month anniversary of the Merger and 50% on the one-year anniversary of the Merger ("Retention Holdback").
(2)	Disposed of as a result of the Merger (subject to the Retention Holdback).
(3)	Each share of Common Stock, including shares underlying equity awards, was cancelled pursuant to the Merger Agreement in exchange for the right to receive the cash consideration provided in the Merger Agreement (in the case of Mr. Sullivan, subject to the Retention Holdback), subject to applicable tax withholding.

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