-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ca/cLu4yn0/fSo0OlhF2U1SicJ7deg1MGnGjnYjqIsHU5V9CEdIkrsTg4/9j6FmL Z64dZF/eTFSockiUKbumgQ== 0001209191-05-017822.txt : 20050329 0001209191-05-017822.hdr.sgml : 20050329 20050329140034 ACCESSION NUMBER: 0001209191-05-017822 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050328 FILED AS OF DATE: 20050329 DATE AS OF CHANGE: 20050329 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KENSEY NASH CORP CENTRAL INDEX KEY: 0001002811 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 363316412 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: MARSH CREEK CORPORATE CENTER STREET 2: 55 EAST UWCHLAN AVE STE 204 CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 6105947156 MAIL ADDRESS: STREET 1: 55 EAST UWCHLAN AVE STREET 2: STE 201 CITY: EXTON STATE: PA ZIP: 19341 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KAUFMANN JOSEPH W CENTRAL INDEX KEY: 0001225166 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-27120 FILM NUMBER: 05709133 BUSINESS ADDRESS: STREET 1: KENSEY NASH CORP. STREET 2: 55 EAST UWCHLAN AVE. CITY: EXTON STATE: PA ZIP: 19341 4 1 doc4.xml FORM 4 SUBMISSION X0202 4 2005-03-28 0 0001002811 KENSEY NASH CORP KNSY 0001225166 KAUFMANN JOSEPH W 55 EAST UWCHLAN AVE EXTON PA 19341 1 1 0 0 CEO, President and Secretary Common Stock 2005-03-28 4 X 0 15706 D 107590 D Contract to Sell (Pre-paid Variable Equity Forward) 2005-03-28 4 X 0 20000 D Common Stock 20000 0 D Contract to Sell (Pre-paid Variable Equity Forward) Common Stock 20000 20000 D Contract to Sell (Pre-paid Variable Equity Forward) Common Stock 20000 20000 D Mr. Kaufmann entered into pre-paid forward sale contracts (the "Forward Contracts") relating to the disposition by Mr. Kaufmann of 60,000 shares of Common Stock (the "Shares") of Kensey Nash Corporation ("Kensey Nash"). Mr. Kaufmann received cash payments in the amount of (continue to footnote 2) (a) $327,547.50 with respect to 20,000 Shares, with a Floor Price of $19.2675, a Cap Price of $25.0478, and a Maturity Date of March 28, 2005, (b) $327,250 with respect to 20,000 Shares, with a Floor Price of $19.25, a Cap Price of $25.025, and a Maturity Date of April 8, 2005, and (c) $329,120 with respect to 20,000 Shares, with a Floor Price of $19.36, a Cap Price of $25.168, and a Maturity Date of April 22, 2005. Each sale of Shares described in the preceding sentence is referred to as a "Tranche". In exchange for such cash payments and to secure the obligations of Mr. Kaufmann under the Forward Contracts, Mr. Kaufmann pledged the Shares to the broker with whom he entered into the Forward Contracts. Under the Forward Contracts, Mr. Kaufmann agreed to deliver a number of Shares (or, at the option of Mr. Kaufmann, the cash equivalent of such Shares) on the maturity date of each Forward Contract pursuant to the following formula: (continue to footnote 3) (a) if the closing price of Common Stock of Kensey Nash on the applicable Maturity Date (the "Final Price") is less than the floor price with respect to any Tranche, then Mr. Kaufmann shall deliver the number of shares relating to such Tranche; (b) if the Final Price is less than or equal to the cap price, but greater than or equal to the floor price with respect to any Tranche, then Mr. Kaufmann shall deliver a number of Shares equal to the number of Shares relating to such Tranche times the floor price divided by the Final Price; and (c) if the Final Price is greater than the cap price with respect to any Tranche, then Mr. Kaufmann shall deliver a number of Shares equal to the number of Shares relating to such Tranche multiplied by a fraction, the numerator of which is the sum of the floor price and the difference between the Final Price and the cap price, and the denominator of which is the Final Price. On March 28, 2005, in accordance with the terms of the Forward Contract having a Maturity Date of March 28, 2005 described in footnotes 1,2 and 3 above, Mr. Kaufmann delivered 15,706 Shares in full settlement of that Forward Contract. Includes 20,000 restricted shares held in escrow by the Company. /s/Joseph W. Kaufmann 2005-03-29 -----END PRIVACY-ENHANCED MESSAGE-----