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 |
|
|||||||||||||||
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)
|
2. Issuer Name and Ticker or Trading Symbol
TRANS1 INC [ TSON ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
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)
|
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*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
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. |