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
TRANS1 INC [ TSON ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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 | 10/22/2007 | C | 2,427,307 | A | (1) | 2,427,307 | I(2) | By Advanced Technology Ventures VII, L.P. | ||
Common Stock | 10/22/2007 | C | 97,407 | A | (1) | 97,407 | I(3) | By Advanced Technology Ventures VII (B), L.P. | ||
Common Stock | 10/22/2007 | C | 46,820 | A | (1) | 46,820 | I(4) | By Advanced Technology Ventures VII (C), L.P. | ||
Common Stock | 10/22/2007 | C | 14,463 | A | (1) | 14,463 | I(5) | By ATV Entrepreneurs VII, L.P. |
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 | ||||||||
Series B Convertible Preferred Stock | (6) | 10/22/2007 | C | 1,531,339 | (6) | (1) | Common Stock | 1,531,339 | (1) | 0 | I(2) | By Advanced Technology Ventures VII, L.P. | |||
Series C Convertible Preferred Stock | (6) | 10/22/2007 | C | 895,968 | (6) | (1) | Common Stock | 895,968 | (1) | 0 | I(2) | By Advanced Technology Ventures VII, L.P. | |||
Series B Convertible Preferred Stock | (6) | 10/22/2007 | C | 61,452 | (6) | (1) | Common Stock | 61,452 | (1) | 0 | I(3) | By Advanced Technology Ventures VII (B), L.P. | |||
Series C Convertible Preferred Stock | (6) | 10/22/2007 | C | 35,955 | (6) | (1) | Common Stock | 35,955 | (1) | 0 | I(3) | By Advanced Technology Ventures VII (B), L.P. | |||
Series B Convertible Preferred Stock | (6) | 10/22/2007 | C | 29,538 | (6) | (1) | Common Stock | 29,538 | (1) | 0 | I(4) | By Advanced Technology Ventures VII (C), L.P. | |||
Series C Convertible Preferred Stock | (6) | 10/22/2007 | C | 17,282 | (6) | (1) | Common Stock | 17,282 | (1) | 0 | I(4) | By Advanced Technology Ventures VII (C), L.P. | |||
Series B Convertible Preferred Stock | (6) | 10/22/2007 | C | 9,125 | (6) | (1) | Common Stock | 9,125 | (1) | 0 | I(5) | By ATV Entrepreneurs VII, L.P. | |||
Series C Convertible Preferred Stock | (6) | 10/22/2007 | C | 5,338 | (6) | (1) | Common Stock | 5,338 | (1) | 0 | I(5) | By ATV Entrepreneurs VII, L.P. |
Explanation of Responses: |
1. Not applicable. |
2. The reported securities are owned directly by Advanced Technology Ventures VII, L.P. and indirectly by ATV Associates VII, L.L.C., as general partner of Advanced Technology Ventures VII, L.P. Mr. Carusi is a managing member of ATV Associates VII, L.L.C. and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
3. The reported securities are owned directly by Advanced Technology Ventures VII (B), L.P. and indirectly by ATV Associates VII, L.L.C., as general partner of Advanced Technology Ventures VII (B), L.P. Mr. Carusi is a managing member of ATV Associates VII, L.L.C. and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
4. The reported securities are owned directly by Advanced Technology Ventures VII (C), L.P. and indirectly by ATV Associates VII, L.L.C., as general partner of Advanced Technology Ventures VII (C), L.P. Mr. Carusi is a managing member of ATV Associates VII, L.L.C. and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
5. The reported securities are owned directly by ATV Entrepreneurs VII, L.P. and indirectly by ATV Associates VII, L.L.C., as general partner of ATV Entrepreneurs VII, L.P. Mr. Carusi is a managing member of ATV Associates VII, L.L.C. and disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
6. 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. |
/s/ Michael A. Carusi | 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. |