0001449374-19-000024.txt : 20190422 0001449374-19-000024.hdr.sgml : 20190422 20190422141420 ACCESSION NUMBER: 0001449374-19-000024 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190418 FILED AS OF DATE: 20190422 DATE AS OF CHANGE: 20190422 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TMP Nominee II, LLC CENTRAL INDEX KEY: 0001436054 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13839 FILM NUMBER: 19759148 BUSINESS ADDRESS: STREET 1: 45 SOUTH SEVENTH STREET STREET 2: SUITE 3060 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 612-465-8660 MAIL ADDRESS: STREET 1: 45 SOUTH SEVENTH STREET STREET 2: SUITE 3060 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TMP Associates II LP CENTRAL INDEX KEY: 0001383035 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13839 FILM NUMBER: 19759149 BUSINESS ADDRESS: STREET 1: 45 SOUTH SEVENTH STREET STREET 2: SUITE 3060 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 612-465-8671 MAIL ADDRESS: STREET 1: 45 SOUTH SEVENTH STREET STREET 2: SUITE 3060 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas, McNerney & Partners II, LLC CENTRAL INDEX KEY: 0001505930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13839 FILM NUMBER: 19759150 BUSINESS ADDRESS: STREET 1: 45 SOUTH SEVENTH STREET STREET 2: SUITE 3060 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 BUSINESS PHONE: 612-465-8660 MAIL ADDRESS: STREET 1: 45 SOUTH SEVENTH STREET STREET 2: SUITE 3060 CITY: MINNEAPOLIS STATE: MN ZIP: 55402 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Thomas, McNerney & Partners II L.P. CENTRAL INDEX KEY: 0001369574 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-13839 FILM NUMBER: 19759151 BUSINESS ADDRESS: STREET 1: 45 SOUTH 7TH STREET STREET 2: SUITE 3060 CITY: Minneapolis STATE: MN ZIP: 55402 BUSINESS PHONE: 612-456-8660 MAIL ADDRESS: STREET 1: 45 SOUTH 7TH STREET STREET 2: SUITE 3060 CITY: Minneapolis STATE: MN ZIP: 55402 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAS MEDICAL SYSTEMS INC CENTRAL INDEX KEY: 0000764579 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 061123096 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 44 EAST INDUSTRIAL ROAD CITY: BRANFORD STATE: CT ZIP: 06405 BUSINESS PHONE: 2034886056 MAIL ADDRESS: STREET 1: 44 EAST INDUSTRIAL ROAD CITY: BRANFORD STATE: CT ZIP: 06405 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2019-04-18 1 0000764579 CAS MEDICAL SYSTEMS INC CASM 0001369574 Thomas, McNerney & Partners II L.P. C/O JAMES THOMAS 263 TRESSER BOULEVARD, 9TH FLOOR STAMFORD CT 06901 0 0 1 0 0001505930 Thomas, McNerney & Partners II, LLC C/O JAMES THOMAS 263 TRESSER BOULEVARD, 9TH FLOOR STAMFORD CT 06901 0 0 1 0 0001383035 TMP Associates II LP C/O JAMES THOMAS 263 TRESSER BOULEVARD, 9TH FLOOR STAMFORD CT 06901 0 0 1 0 0001436054 TMP Nominee II, LLC C/O JAMES THOMAS 263 TRESSER BOULEVARD, 9TH FLOOR STAMFORD CT 06901 0 0 1 0 Common Stock 2019-04-18 4 C 0 6802834 2.389 A 8393871 D Common Stock 2019-04-18 4 C 0 24125 2.389 A 30063 I by TMP Associates II LP Common Stock 2019-04-18 4 C 0 71075 2.389 A 79100 I by TMP Nominee II, LLC Common Stock 2019-04-18 4 C 0 3906315 2.389 A 12300186 D Common Stock 2019-04-18 4 C 0 13881 2.389 A 43944 I by TMP Associates II LP Common Stock 2019-04-18 4 C 0 40772 2.389 A 119872 I by TMP Nominee II, LLC Common Stock 2019-04-18 4 D 0 12300186 2.45 D 0 D Common Stock 2019-04-18 4 D 0 43944 2.45 D 0 I by TMP Associates II LP Common Stock 2019-04-18 4 D 0 119872 2.45 D 0 I by TMP Nominee II, LLC Series A Convertible Preferred Stock 2019-04-18 4 C 0 94182 0 D Common Stock 6802834 0 D Series A Convertible Preferred Stock 2019-04-18 4 C 0 334 0 D Common Stock 24125 0 I by TMP Associates II LP Series A Convertible Preferred Stock 2019-04-18 4 C 0 984 0 D Common Stock 71075 0 I by TMP Nominee II, LLC Series A Exchangeable Preferred Stock 2019-04-18 4 C 0 53748 0 D Common Stock 3906315 0 D Series A Exchangeable Preferred Stock 2019-04-18 4 C 0 191 0 D Common Stock 13881 0 I by TMP Associates II LP Series A Exchangeable Preferred Stock 2019-04-18 4 C 0 561 0 D Common Stock 40772 0 I by TMP Nominee II, LLC The reporting person converted 94,182 shares of Series A Convertible Preferred Stock on April 18, 2019, resulting in its acquisition of 6,802,834 shares of common stock. The Series A Convertible Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date. The reporting person converted 334 shares of Series A Convertible Preferred Stock on April 18, 2019, resulting in its acquisition of 24,125 shares of common stock. The Series A Convertible Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date. The reporting person converted 984 shares of Series A Convertible Preferred Stock on April 18, 2019, resulting in its acquisition of 71,075 shares of common stock. The Series A Convertible Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date. The reporting person converted 53,748 shares of Series A Exchangeable Preferred Stock on April 18, 2019, resulting in its acquisition of 3,906,315 shares of common stock. The Series A Exchangeable Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date. The reporting person converted 191 shares of Series A Exchangeable Preferred Stock on April 18, 2019, resulting in its acquisition of 13,881 shares of common stock. The Series A Exchangeable Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date. The reporting person converted 561 shares of Series A Exchangeable Preferred Stock on April 18, 2019, resulting in its acquisition of 40,772 shares of common stock. The Series A Exchangeable Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date. Each issued and outstanding share of common stock was, as a result of the consummation of the merger contemplated by the Agreement and Merger by and among CAS Medical Systems, Inc., Edwards Lifesciences Holding, Inc. and Crown Merger Sub, Inc., dated as of February 11, 2019 (the "Merger Agreement"), canceled in exchange for the right to receive a per share amount equal to $2.45 in cash without interest. Thomas, McNerney & Partners II, L.P. By: Thomas, McNerney & Partners II, LLC, its General Partner By: /s/James E. Thomas, Manager 2019-04-22 Thomas, McNerney & Partners II, LLC, By: /s/James E. Thomas, Manager 2019-04-22 TMP Associates II, L.P. By: Thomas, McNerney & Partners II, LLC, its General Partner By: /s/James E. Thomas, Manager 2019-04-22 TMP Nominee II, LLC By: /s/James E. Thomas, Manager 2019-04-22