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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
CUTLASS CAPITAL LP

(Last) (First) (Middle)
1750 MONTGOMERY STREET

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TRANS1 INC [ TSON ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
10/22/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 10/22/2007 C 1,755,752 A (1) 1,755,752 I(2) By Cutlass Capital, L.P.
Common Stock 10/22/2007 C 126,133 A (1) 126,133 I(3) By Cutlass Capital Principals Fund, L.L.C.
Common Stock 10/22/2007 C 114,475 A (1) 114,475 I(4) By Cutlass Captial Affiliates Fund, L.P.
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
Series AA Convertible Preferred Stock (5) 10/22/2007 C 316,611 (5) (1) Common Stock 316,611 (1) 0 I(2) By Cutlass Capital, L.P.
Series B Convertible Preferred Stock (5) 10/22/2007 C 1,079,356 (5) (1) Common Stock 1,079,356 (1) 0 I(2) By Cutlass Capital, L.P.
Series C Convertible Preferred Stock (5) 10/22/2007 C 359,785 (5) (1) Common Stock 359,785 (1) 0 I(2) By Cutlass Capital, L.P.
Series AA Convertible Preferred Stock (5) 10/22/2007 C 22,745 (5) (1) Common Stock 22,745 (1) 0 I(3) By Cutlass Capital Principals Fund, L.L.C.
Series B Convertible Preferred Stock (5) 10/22/2007 C 77,541 (5) (1) Common Stock 77,541 (1) 0 I(3) By Cutlass Capital Principals Fund, L.L.C.
Series C Convertible Preferred Stock (5) 10/22/2007 C 25,847 (5) (1) Common Stock 25,847 (1) 0 I(3) By Cutlass Capital Principals Fund, L.L.C.
Series AA Convertible Preferred Stock (5) 10/22/2007 C 20,643 (5) (1) Common Stock 20,643 (1) 0 I(4) By Cutlass Capital Affiliates Fund, L.P.
Series B Convertible Preferred Stock (5) 10/22/2007 C 70,374 (5) (1) Common Stock 70,374 (1) 0 I(4) By Cutlass Capital Affiliates Fund, L.P.
Series C Convertible Preferred Stock (5) 10/22/2007 C 23,458 (5) (1) Common Stock 23,458 (1) 0 I(4) By Cutlass Capital Affiliates Fund, L.P.
1. Name and Address of Reporting Person*
CUTLASS CAPITAL LP

(Last) (First) (Middle)
1750 MONTGOMERY STREET

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cutlass Capital Principals Fund, L.L.C.

(Last) (First) (Middle)
1750 MONTGOMERY STREET

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
CUTLASS CAPITAL AFFILIATES FUND LP

(Last) (First) (Middle)
1750 MONTGOMERY STREET

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Cutlass Capital Management, L.L.C.

(Last) (First) (Middle)
1750 MONTGOMERY STREET

(Street)
SAN FRANCISCO CA 94111

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Not applicable.
2. The reported securities are owned directly by Cutlass Capital, L.P. and indirectly by Cutlass Management, L.L.C., as the general partner of Cutlass Capital, L.P., and each of Jonathan W. Osgood (a director of the Issuer) and Edwin D. Hetz, as the two managing members of Cutlass Capital Management, L.L.C. Each of Cutlass Capital Management, L.L.C., Mr. Osgood and Mr. Hetz disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interest therein.
3. The reported securities are owned directly by Cutlass Capital Principals Fund, L.L.C. and indirectly by each of Jonathan W. Osgood (a director of the Issuer) and Edwin D. Hetz, as the two managing members of Cutlass Capital Principals Fund, L.L.C. Each of Mr. Osgood and Mr. Hetz disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interest therein.
4. The reported securities are owned directly by Cutlass Capital Affiliates Fund, L.P. and indirectly by Cutlass Capital Management, L.L.C., as the general partner of Cutlass Capital Affiliates Fund, L.P., and each of Jonathan W. Osgood (a director of the Issuer) and Edwin D. Hetz, as the two managing members of Cutlass Capital Management, L.L.C. Each of Cutlass Capital Management, L.L.C., Mr. Osgood and Mr. Hetz disclaim beneficial ownership of these securities except to the extent of their respective pecuniary interest therein.
5. The reported securities automatically converted into shares of Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering on October 22, 2007.
Remarks:
The Date of Event is based upon the closing date of the Issuer's initial public offering of Common Stock. See Exhibit 99.1 - Joint Filer Information. EXHIBIT LIST: Exhibit 99.1 - Joint Filer Information
/s/ Jonathan W. Osgood 10/22/2007
/s/ Jonathan W. Osgood 10/22/2007
/s/ Jonathan W. Osgood 10/22/2007
/s/ Jonathan W. Osgood 10/22/2007
** 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).
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.