X0202 4 2005-02-25 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 2005-02-25 4 X 0 16369 D 139583 D Contract to Sell (Pre-paid Variable Equity Forward) 2005-02-25 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 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 100,000 shares of Common Stock (the "Shares") of Kensey Nash Corporation ("Kensey Nash"). Mr. Kaufmann received cash payments in the amount of (a) $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, (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 March 11, 2005, (continue to footnote 2) (c) $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, (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 April 8, 2005, and (e) $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 February 25, 2005, in accordance with the terms of the Forward Contract having a Maturity Date of February 25, 2005 described in footnotes 1,2 and 3 above, Mr. Kaufmann delivered 16,369 Shares in full settlement of that Forward Contract. Includes 20,000 restricted shares held in escrow by the Company. /s/Joseph W. Kaufmann 2005-03-01