| 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
Restore Medical, Inc. [ REST ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/22/2006 | ||||||||||||||||||||||||||
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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 | 05/22/2006 | C | 1,379,308 | A | $0(1) | 1,379,308 | I | See Footnote(2) | ||
| Common Stock | 05/22/2006 | C | 1,018,966 | A | $0(1) | 1,018,966 | D(3) | |||
| Common Stock | 05/22/2006 | C | 343,102 | A | $0(1) | 343,102 | D(4) | |||
| Common Stock | 05/22/2006 | C | 17,420 | A | $0(1) | 17,420 | D(5) | |||
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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 C Preferred Stock | (1) | 05/22/2006 | C | 1,379,308 | (1) | (1) | Common Stock | 1,379,308 | $0 | 0 | I | See Footnote(2) | |||
| Series C Preferred Stock | (1) | 05/22/2006 | C | 1,018,966 | (1) | (1) | Common Stock | 1,018,966 | $0 | 0 | D(3) | ||||
| Series C Preferred Stock | (1) | 05/22/2006 | C | 343,102 | (1) | (1) | Common Stock | 343,102 | $0 | 0 | D(4) | ||||
| Series C Preferred Stock | (1) | 05/22/2006 | C | 17,420 | (1) | (1) | Common Stock | 17,420 | $0 | 0 | D(5) | ||||
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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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. The preferred stock automatically converted upon the consummation of the Issuer's initial public offering on a 0.7529 for one basis. |
| 2. Consists of shares held indirectly by Deer VI & Co. LLC, as sole general partner of Bessemer Venture Partners VI L.P., Bessemer Venture Partners Co-Investment L.P. and Bessemer Venture Partners VI Institutional L.P. and may be deemed to share voting and investment power with respect to all shares held by those entities. Deer VI & Co. LLC disclaims beneficial ownership of the reported securities except to the extent of its pecuniary interest, if any, and this report shall not be deemed an admission that the reporting person is the beneficial owner of all of the reported shares for purposes of Section 16 or any other purpose. |
| 3. Consists of shares owned by Bessemer Venture Partners VI L.P. |
| 4. Consists of shares owned by Bessemer Venture Partners Co-Investment L.P. |
| 5. Consists of shares owned by Bessemer Venture Partners VI Institutional L.P. |
| /s/ J. Edmond Colloton, Executive Manager, Deer VI & Co. LLC | 05/22/2006 | |
| /s/ J. Edmond Colloton, Executive Manager, Bessemer Venture Partners VI L.P. | 05/22/2006 | |
| /s/ J. Edmond Colloton, Executive Manager, Bessemer Venture Partners Co-Investment L.P. | 05/22/2006 | |
| /s/ J. Edmond Colloton, Executive Manager, Bessemer Venture Partners VI Institutional L.P. | 05/22/2006 | |
| ** 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. | ||