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. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MedTech Acquisition Sponsor LLC		 2. Issuer Name and Ticker or Trading Symbol

MedTech Acquisition Corp [ MTAC ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

600 FIFTH AVENUE, 22ND FLOOR, 		 3. Date of Earliest Transaction (MM/DD/YYYY)

6/26/2023
(Street)

NEW YORK, NY 10022		 4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person
(City)        (State)        (Zip)
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Class A Common Stock 6/26/2023  C  6249999 (1)A (1)6249999 D (2) 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Common Stock  (1)6/26/2023  C (1)    6249999   (1) (1)Class A Common Stock 6249999  (1)1 D (2) 
Explanation of Responses:
(1) The shares of Class B common stock, par value $0.0001 per share ("Class B Common Stock"), of the issuer are convertible into an equal number of shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock"), of the issuer. On June 26, 2023, MedTech Acquisition Sponsor LLC (the "Sponsor") elected to convert 6,249,999 shares of their Class B Common Stock into an equal number of Class A Common Stock.
(2) The Sponsor is the record holder of the securities reported herein. Christopher C. Dewey and David J. Matlin are managing members of the Sponsor. By virtue of this relationship, each of these individuals may be deemed to share beneficial ownership of the securities held of record by the Sponsor. Each of them disclaims any such beneficial ownership except to the extent of their pecuniary interest therein.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
MedTech Acquisition Sponsor LLC
600 FIFTH AVENUE, 22ND FLOOR
NEW YORK, NY 10022
X

Dewey Christopher C
C/O MEDTECH ACQUISITION CORPORATION
48 MAPLE AVENUE
GREENWICH, CT 06830
X

MATLIN DAVID J
C/O MEDTECH ACQUISITION CORPORATION
48 MAPLE AVENUE
GREENWICH, CT 06830
X
Signatures
MedTech Acquisition Sponsor LLC By: /s/ Christopher C. Dewey, Managing Member6/27/2023
**Signature of Reporting PersonDate

/s/ Christopher C. Dewey6/27/2023
**Signature of Reporting PersonDate

/s/ David J. Matlin6/27/2023
**Signature of Reporting PersonDate
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 control number.
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