X0202 4 2005-01-24 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 2005-01-24 4 X 0 16177 D 172326 D Employee Stock Options (rights to buy) 13.375 1999-06-30 2006-06-30 Common Stock 60000 60000 D Employee Stock Options (rights to buy) 11.75 2000-07-23 2007-07-23 Common Stock 60000 60000 D Employee Stock Options (rights to buy) 7.625 2001-07-01 2008-08-28 Common Stock 30000 30000 D Employee Stock Options (rights to buy) 8.75 2009-04-09 Common Stock 300000 300000 D Employee Stock Options (rights to buy) 13.13 2003-07-01 2010-08-16 Common Stock 75000 75000 D Employee Stock Options (rights to buy) 14.51 2004-06-05 2011-06-05 Common Stock 98500 98500 D Employee Stock Options (rights to buy) 14.51 2004-06-05 2011-06-05 Common Stock 70000 70000 D Employee Stock Options (rights to buy) 14.58 2012-07-10 Common Stock 55000 55000 D Employee Stock Options (rights to buy) 34.36 2014-06-28 Common Stock 55000 55000 D Employee Stock Options (rights to buy) 27.80 2014-08-24 Common Stock 30000 30000 D Contract to Sell (Pre-paid Variable Equity Forward) 2005-01-24 4 X 0 20000 D Common Stock 20000 0 D Contract to Sell (Pre-paid Variable Equity Forward) Common Stock 60000 60000 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 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 140,000 shares of Common Stock (the "Shares") of Kensey Nash Corporation ("Kensey Nash"). Mr. Kaufmann received cash payments in the amount of (a) $328,950 with respect to 20,000 Shares, with a downside protection threshold price ("Floor Price") of $19.35, a threshold appreciation price ("Cap Price") of $25.155, and a "Maturity Date" of January 24, 2005, (b) $327,675 with respect to 20,000 Shares, with a Floor Price of $19.275, a Cap Price of $25.0575, and a Maturity Date of February 11, 2005, (c) $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 February 25, 2005, (d) $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 March 11, 2005, (continue to footnote 2) (e) $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, (f) $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 (g) $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 January 24, 2005, in accordance with the terms of the Forward Contract having a Maturity Date of January 24, 2005 described in footnotes 1,2 and 3 above, Mr. Kaufmann delivered 16,177 Shares in full settlement of that Forward Contract. Includes 20,000 restricted shares held in escrow by the Company. Subject to certain restrictions and to strike price restrictions not to exceed seven years, options to buy 300,000 shares were vested as of April 9, 2002. Subject to certain restrictions, options to buy 36,667 shares were vested as July 1, 2004, and the remaining options to buy 18,333 shares will vest on July 1, 2005. Subject to certain restrictions, options to buy 18,334 shares vested on October 31, 2004 and the remaining options to buy 36,666 shares will vest in two equal annual istallments of 18,333 each starting on October 31, 2005. Subject to certain restrictions, options to buy 30,000 shares will vest in three equal annual installments starting on August 24, 2005. /s/Joseph W. Kaufmann 2005-01-26