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
HANSEN MEDICAL INC [ HNSN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/30/2014 | ||||||||||||||||||||||||||
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 |
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 | ||||||||
Warrant (Right to Buy Common Stock) | $1.5 | 07/30/2014 | D | 40,000 | 08/08/2013 | 08/08/2015 | Common Stock | 40,000 | (1) | 0 | I | See footnote.(5) | |||
Warrant (Right to Buy Common Stock) | $2 | 07/30/2014 | D | 40,000 | 08/08/2013 | 08/08/2015 | Common Stock | 40,000 | (1) | 0 | I | See footnote.(5) | |||
Warrant (Right to Buy Common Stock) | $1.13 | 07/30/2014 | A | 80,000 | (2) | (3) | Common Stock | 80,000 | (1) | 80,000 | I | See footnote.(5) | |||
Warrant (Right to Buy Common Stock) | $1.13 | 07/30/2014 | A | 24,600 | (2) | (4) | Common Stock | 24,600 | (1) | 24,600 | I | See footnote.(5) |
Explanation of Responses: |
1. The reporting person and the issuer entered into an Exchange Agreement dated July 30, 2014 (the "Exchange Agreement") pursuant to which the issuer will cancel outstanding warrants with $1.50 per share and $2.00 per share exercise prices in exchange for the issuance of new warrants with $1.13 per share exercise prices and the reporting person's agreement to exercise a portion of the new warrants within fourteen days of the Issuance Date (as defined below). |
2. The warrant shall be exercisable at any time after the date of issuance of the warrant, which shall be the closing date of the exchange of warrants pursuant to the Exchange Agreement (the "Issuance Date"). |
3. The date that is fourteen days following the Issuance Date. |
4. The date that is five years following the Issuance Date. |
5. Securities beneficially owned by the reporting person through the William R. Rohn and Mary Jane Rohn Family Trust dated August 12, 1999. |
/s/ Boris Kogan as Attorney-in-Fact for William Rohn | 07/31/2014 | |
** 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. |