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*
WHEELER KURT

(Last) (First) (Middle)
C/O MPM ASSET MANAGEMENT
200 CLARENDON STREET, 54TH FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
HEMOSENSE INC [ HEM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/06/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
11/07/2007
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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)
Code V Amount (A) or (D) Price
Common Stock 11/06/2007 D 3,828,319(1) D (1) 0 I See Footnote(1)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $6 11/06/2007 D 11,250 (2) 02/13/2016 Common Stock 11,250 (2) 0 D
Stock Option (Right to Buy) $5.68 11/06/2007 D 3,750 (2) 03/16/2016 Common Stock 3,750 (2) 0 D
Stock Option (Right to Buy) $5.04 11/06/2007 D 3,750 (2) 03/14/2017 Common Stock 3,750 (2) 0 D
Common Stock Warrant (Right to Buy) $5.5 11/06/2007 D 42,225(3) (3) 04/25/2010 Common Stock 42,225 (3) 0 I See Footnote(3)
Explanation of Responses:
1. Disposed of pursuant to merger agreement (the "Merger Agreement") between the Issuer and Inverness Medical Innovations, Inc. ("Inverness") in exchange for shares of Inverness common stock on the effective date of the merger, November 6, 2007. The number of shares of common stock issued by Inverness is equal to the number of shares of the Issuer's common stock held multiplied by the exchange ratio of 0.274192, with the resulting aggregated share number rounded down to the next whole share and fractional shares paid in cash. Shares of the Issuer were held and disposed of as follows: 2,577,227 by MPM BioVentures II-QP, L.P. ("BV II QP"), 284,443 by MPM BioVentures II, L.P. ("BV II"), 59,339 by MPM Asset Management Investors 2000B LLC ("AM 2000B") and 907,310 by MPM BioVentures GmbH & Co. Parallel-Beteiligungs KG ("BV KG"). MPM Asset Management II, L.P. ("AM II GP") and MPM Asset Management II LLC ("AM II LLC") are the direct and indirect general partners of BV II QP, BV II and BV KG. The Reporting Person is a member of AM 2000B and AM II LLC. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
2. These options were assumed by Inverness in the merger and replaced with options to purchase shares of Inverness common stock. The number of shares of Inverness common stock subject to the assumed options is calculated by multiplying the number of shares of the Issuer's common stock subject to the options held by 0.274192, rounded down on a per-option basis to the next whole share. The exercise prices of the assumed options is equal to the exercise prices of the Issuer options divided by 0.274192, rounded up to the next cent.
3. These warrants were assumed by Inverness and replaced with warrants to purchase shares of Inverness common stock pursuant to the Merger Agreement. The number of shares of Inverness common stock subject to the assumed warrants is calculated by multiplying the number of shares of the Issuer's common stock subject to the warrants held by 0.274192, rounded down on a per-warrant basis to the next whole share. The exercise price of the assumed warrants is equal to the exercise price of the Issuer's warrants divided by 0.274192, rounded up to the next cent. Warrants to purchase shares of the Issuer were held and disposed of as follows: 28,427 by BV II QP, 3,137 by BV II, 654 by AM 2000B and 10,007 by BV KG. The Reporting Person is a member of AM 2000B and AM II LLC. The Reporting Person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
Remarks:
This Form 4/A is being filed to include the shares of common stock reflected in Table I and the warrants reflected in Table II, which were originally inadvertently excluded from the Form 4 filed by the Reporting Person on November 7, 2007.
/s/ Kurt Wheeler 11/08/2007
** 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).
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