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 | 2,137,262 | A | (1) | 2,137,262 | D(2) | |||
Common Stock | 10/22/2007 | C | 21,372 | A | (1) | 21,372 | D(3) | |||
Common Stock | 10/22/2007 | A | 99,010(4) | A | $15(5) | 2,236,272 | D(2) | |||
Common Stock | 10/22/2007 | A | 990(6) | A | $15(5) | 22,362 | D(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 | ||||||||
Series B Convertible Preferred Stock | (7) | 10/22/2007 | C | 1,462,195 | (7) | (1) | Common Stock | 1,462,195 | (1) | 0 | D(2) | ||||
Series C Convertible Preferred Stock | (7) | 10/22/2007 | C | 675,067 | (7) | (1) | Common Stock | 675,067 | (1) | 0 | D(2) | ||||
Series B Convertible Preferred Stock | (7) | 10/22/2007 | C | 14,622 | (7) | (1) | Common Stock | 14,622 | (1) | 0 | D(3) | ||||
Series C Convertible Preferred Stock | (7) | 10/22/2007 | C | 6,750 | (7) | (1) | Common Stock | 6,750 | (1) | 0 | D(3) |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Not applicable. |
2. The reported securities are owned directly by Delphi Ventures VI, L.P. ("Delphi VI"). Delphi Management Partners VI, L.L.C. (the "General Partner"), as general partner of Delphi VI, and James J. Bochnowski, David L. Douglass, John F. Maroney, Douglas A. Roeder, and Deepika R. Pakianathan, Ph.D., the Managing Members of the General Partner, may be deemed to share voting and dispositive power over the reported shares but each disclaims beneficial ownership in the securities held by Delphi VI and Delphi BioInvestments VI, L.P. ("Delphi BioInvestments VI") except to the extent of their pecuniary interest therein. |
3. The reported securities are owned directly by Delphi BioInvestments VI. The General Partner, as general partner of Delphi BioInvestments VI, and James J. Bocknowski, David L. Douglass, John F. Maroney, Douglas A. Roeder, and Deepika R. Pakianathan, Ph.D., the Managing Members of the General Partner, may be deemed to share voting and dispositive power over the reported shares but each disclaims beneficial ownership in the securities held by Delphi VI, and Delphi BioInvestments VI except to the extent of their pecuniary interest therein. |
4. This amount represents the number of shares purchased by Delphi VI in the Issuer's initial public offering of Common Stock. |
5. This amount reflects the purchase price of the Common Stock in the Issuer's initial public offering. |
6. This amount represents the number of shares purchased by Delphi BioInvestments VI in the Issuer's initial public offering of Common Stock. |
7. 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/ Douglas A. Roeder | 10/22/2007 | |
/s/ Douglas A. Roeder | 10/22/2007 | |
/s/ Douglas A. Roeder | 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. |