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
CAS MEDICAL SYSTEMS INC [ CASM ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/18/2019 | ||||||||||||||||||||||||||
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 | 04/18/2019 | C | 6,802,834 | A | $2.389(1) | 8,393,871 | D | |||
Common Stock | 04/18/2019 | C | 24,125 | A | $2.389(2) | 30,063 | I | by TMP Associates II LP | ||
Common Stock | 04/18/2019 | C | 71,075 | A | $2.389(3) | 79,100 | I | by TMP Nominee II, LLC | ||
Common Stock | 04/18/2019 | C | 3,906,315 | A | $2.389(4) | 12,300,186 | D | |||
Common Stock | 04/18/2019 | C | 13,881 | A | $2.389(5) | 43,944 | I | by TMP Associates II LP | ||
Common Stock | 04/18/2019 | C | 40,772 | A | $2.389(6) | 119,872 | I | by TMP Nominee II, LLC | ||
Common Stock | 04/18/2019 | D | 12,300,186 | D | $2.45(7) | 0 | D | |||
Common Stock | 04/18/2019 | D | 43,944 | D | $2.45(7) | 0 | I | by TMP Associates II LP | ||
Common Stock | 04/18/2019 | D | 119,872 | D | $2.45(7) | 0 | I | by TMP Nominee II, LLC |
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 A Convertible Preferred Stock | (1) | 04/18/2019 | C | 94,182 | (1) | (1) | Common Stock | 6,802,834 | $0 | 0 | D | ||||
Series A Convertible Preferred Stock | (2) | 04/18/2019 | C | 334 | (2) | (2) | Common Stock | 24,125 | $0 | 0 | I | by TMP Associates II LP | |||
Series A Convertible Preferred Stock | (3) | 04/18/2019 | C | 984 | (3) | (3) | Common Stock | 71,075 | $0 | 0 | I | by TMP Nominee II, LLC | |||
Series A Exchangeable Preferred Stock | (4) | 04/18/2019 | C | 53,748 | (4) | (4) | Common Stock | 3,906,315 | $0 | 0 | D | ||||
Series A Exchangeable Preferred Stock | (5) | 04/18/2019 | C | 191 | (5) | (5) | Common Stock | 13,881 | $0 | 0 | I | by TMP Associates II LP | |||
Series A Exchangeable Preferred Stock | (6) | 04/18/2019 | C | 561 | (6) | (6) | Common Stock | 40,772 | $0 | 0 | I | by TMP Nominee II, LLC |
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 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. |
2. 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. |
3. 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. |
4. 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. |
5. 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. |
6. 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. |
7. 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. |
Remarks: |
Thomas, McNerney & Partners II, L.P. By: Thomas, McNerney & Partners II, LLC, its General Partner By: /s/James E. Thomas, Manager | 04/22/2019 | |
Thomas, McNerney & Partners II, LLC, By: /s/James E. Thomas, Manager | 04/22/2019 | |
TMP Associates II, L.P. By: Thomas, McNerney & Partners II, LLC, its General Partner By: /s/James E. Thomas, Manager | 04/22/2019 | |
TMP Nominee II, LLC By: /s/James E. Thomas, Manager | 04/22/2019 | |
** 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. |