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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Cardiovascular Systems Inc [ CSII ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/07/2013 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 8,000 | D | ||||||||
Common Stock | 11/07/2013 | X | 151,617 | A | $8.83 | 572,640 | I | Easton Capital Partners, LP(1) | ||
Common Stock | 11/07/2013 | S(2) | 45,065 | D | $29.71 | 527,575 | I | Easton Capital Partners, LP(1) | ||
Common Stock | 11/07/2013 | X | 151,617 | A | $8.83 | 211,177 | I | Easton Hunt Capital Partners, L.P.(3) | ||
Common Stock | 11/07/2013 | S(2) | 45,065 | D | $29.71 | 166,112 | I | Easton Hunt Capital Partners, L.P.(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $7.9 | (4) | 10/08/2017 | Common Stock | 4,321 | 4,321 | D | ||||||||
Stock Option (right to buy) | $11.38 | (4) | 11/12/2017 | Common Stock | 15,088 | 15,088 | D | ||||||||
Stock Option (right to buy) | $8.83 | (4) | 08/14/2016 | Common Stock | 38,820 | 38,820 | D | ||||||||
Restricted Stock Units | (5) | (5) | (5) | Common Stock | 5,714 | 5,714 | D | ||||||||
Restricted Stock Units | (5) | (5) | (5) | Common Stock | 11,628 | 11,628 | D | ||||||||
Restricted Stock Units | (5) | (5) | (5) | Common Stock | 21,739 | 21,739 | D | ||||||||
Restricted Stock Units | (5) | (5) | (5) | Common Stock | 7,192 | 7,192 | D | ||||||||
Restricted Stock Units | (5) | (5) | (5) | Common Stock | 10,917 | 10,917 | D | ||||||||
Restricted Stock Units | (5) | (5) | (5) | Common Stock | 4,580 | 4,580 | D | ||||||||
Warrant (Right to Buy) | $8.83 | 11/07/2013 | X | 151,617 | 02/25/2009 | 02/24/2014 | Common Stock | 151,617 | $0 | 0 | I | Easton Hunt Capital Partners, L.P.(6) | |||
Warrant (Right to Buy) | $8.83 | 11/07/2013 | X | 151,617 | 02/25/2009 | 02/24/2014 | Common Stock | 151,617 | $0 | 0 | I | Easton Capital Partners, LP(6) |
Explanation of Responses: |
1. Mr. Friedman disclaims beneficial ownership of shares held by Easton Capital Partners, LP except to the extent of his pecuniary interest therein. |
2. On November 7, 2013, the reporting person exercised two warrants, each to purchase 151,617 shares of Cardiovascular Systems, Inc. ("CSI") common stock for $8.83 a share. The reporting person paid the exercise price for each warrant on a cashless basis, resulting in CSI's withholding of 45,065 of the warrant shares of each warrant to pay the exercise price and issuing to the reporting person the remaining 106,552 shares of each warrant. |
3. Mr. Friedman disclaims beneficial ownership of shares held by Easton Hunt Capital Partners, L.P. except to the extent of his pecuniary interest therein. |
4. Fully exercisable. |
5. Each restricted stock unit represents the right to receive a payment from CSI equal in value to the market price per share of CSI common stock on the date of payment and shall be payable in cash or shares of the Company's Common Stock beginning six months following the termination of each director's board membership. |
6. Mr. Friedman disclaims beneficial ownership of warrants held by Easton Hunt Capital Partners, L.P. and Easton Capital Partners, LP except to the extent of his pecuniary interest therein. |
Remarks: |
The options and restricted stock units are held for the benefit of Easton Hunt Capital Partners, L.P. and Easton Capital Partners, LP. |
/s/ Alexander Rosenstein as Attorney-in-Fact for John H. Friedman pursuant to Power of Attorney previously filed. | 11/12/2013 | |
** 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. |