FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF 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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/15/2005 |
3. Issuer Name and Ticker or Trading Symbol
MICRUS ENDOVASCULAR CORP [ MEND ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 74,177 | D | |
Common Stock | 25,388 | I | Michael Henson Annuity Trust No. 1 |
Common Stock | 25,388 | I | Linda Henson Annuity Trust No. 1 |
Common Stock | 2,577 | I | Michael R. Henson IRA Rollover |
Common Stock | 2,577 | I | Linda A. Henson IRA Rollover |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Stock Option (right to buy) | (1) | 01/20/2010 | Common Stock | 8,888 | $0.68 | D | |
Stock Option (right to buy) | (2) | 11/29/2010 | Common Stock | 13,333 | $0.68 | D | |
Stock Option (right to buy) | (2) | 10/24/2011 | Common Stock | 13,333 | $0.77 | D | |
Stock Option (right to buy) | (2) | 11/25/2002 | Common Stock | 13,333 | $1.01 | D | |
Stock Option (right to buy) | (2) | 06/24/2013 | Common Stock | 29,787 | $0.77 | D | |
Stock Option (right to buy) | (2) | 10/29/2013 | Common Stock | 13,333 | $1.15 | D | |
Stock Option (right to buy) | (3) | 06/24/2014 | Common Stock | 17,777 | $13.05 | D | |
Stock Option (right to buy) | (3) | 11/15/2014 | Common Stock | 8,888 | $5.63 | D | |
Stock Option (right to buy) | (3) | 11/15/2014 | Common Stock | 22,222 | $5.63 | D | |
Convertible Warrant(4) | (5) | (6) | Common Stock | 3,333 | $7.52 | D | |
Convertible Warrant(4) | (5) | (6) | Common Stock | 19,572 | $7.52 | I | JAIC-Henson MedFocus Fund, LLC |
Convertible Warrant(7) | (5) | (6) | Common Stock | 958 | $7.52 | D | |
Convertible Warrant(7) | (5) | (6) | Common Stock | 857 | $7.52 | I | Henson Family Trust, Michael Henson, Trustee |
Convertible Warrant(7) | (5) | (6) | Common Stock | 3,901 | $7.52 | I | JAIC-Henson MedFocus Fund, LLC |
Convertible Warrant(4) | (5) | 01/01/2011 | Common Stock | 13,888 | (8) | I | JAIC-Henson MedFocus Fund, LLC |
Convertible Warrant(4) | (5) | 01/01/2011 | Common Stock | 1,388 | (8) | I | JAIC-Henson MedFocus Fund II, LLC |
Series A Preferred Stock | (5) | (9) | Common Stock | 19,777 | (10) | I | Michael Henson Annuity Trust No. 1 |
Series A Preferred Stock | (5) | (9) | Common Stock | 19,777 | (10) | I | Linda Henson Annuity Trust No. 1 |
Series B Preferred Stock | (5) | (9) | Common Stock | 8,888 | (11) | I | Michael R. Henson, TTEE Henson Family Trust, 1/8/97 |
Series D Preferred Stock | (5) | (9) | Common Stock | 6,387 | (10) | I | Henson Family Trust, Michael Henson, Trustee |
Series D Preferred Stock | (5) | (9) | Common Stock | 29,057 | (10) | I | JAIC-Henson MedFocus Fund, LLC |
Series D-3 Preferred Stock | (5) | (9) | Common Stock | 6,666 | (10) | I | Michael R. Henson, TTEE Henson Family Trust, 1/8/87 |
Series D-3 Preferred Stock | (5) | (9) | Common Stock | 39,144 | (10) | I | JAIC-Henson MedFocus Fund, LLC |
Series E Preferred Stock | (5) | (9) | Common Stock | 55,555 | (10) | I | JAIC-Henson MedFocus Fund, LLC |
Explanation of Responses: |
1. 1/4 vests at one year anniversary, 1/48th of entire amount each month thereafter. |
2. 100% vested at 1 year anniversary. |
3. Grant vests monthly over 1 year duration. |
4. Common Stock Warrant |
5. Immediately Exerciseable |
6. Five years from the date of issuance or before the initial public offering. |
7. Series D Preferred Warrant |
8. If the initial price to the public of the common stock sold is less than $13.50 per share, these warrants become exercisable at $0.000225 per share into an additional number of shares of common stock equal to 1,343,260 multiplied by the quotient of (i) $13.50 less such initial price to the public, divided by (ii) such initial price to the public. If the initial price to the public of the common stock sold is greater than or equal to $13.50 per share, the warrants are not exercisable into shares of common stock. |
9. N/A |
10. Converts on a 1 to 1 basis. |
11. Each share of Series B Preferred stock converts into 1.32 shares. |
Remarks: |
Michael R. Henson by Robert A. Stern, Attorney-in-Fact. | 06/15/2005 | |
** 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 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). | ||
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. |