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
ProUroCare Medical Inc. [ PUMD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/15/2012 | ||||||||||||||||||||||||||
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, $0.00001 par value | 94,964 | I | Held by "Davis & Associates 401K PSP"(2) | |||||||
Common Stock, $0.00001 par value | 57,482 | I | Held by "Davis & Associates Inc."(2) | |||||||
Common stock, $0.00001 par value | 02/15/2012 | M | 77,586 | A | $0 | 2,444,334 | D |
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 | ||||||||
Warrants | $5 | (1) | 12/27/2012 | Common stock, $0.00001 par value | 5,800 | 5,800 | D | ||||||||
Warrants | $5 | (1) | 12/27/2012 | Common stock, $0.00001 par value | 6,050 | 6,050 | I | Held by "Davis & Associates Inc. 401K PSP"(2) | |||||||
Warrants | $5 | (1) | 12/27/2012 | Common stock, $0.00001 par value | 700 | 700 | I | Held by "Davis & Associates Inc."(2) | |||||||
Warrants | $1.5 | (1) | 04/03/2013 | Common stock, $0.00001 par value | 25,000 | 25,000 | D | ||||||||
Warrants | $0.5 | (1) | 12/31/2012 | Common stock, $0.00001 par value | 30,000 | 30,000 | D | ||||||||
Warrants | $0.7 | (1) | 12/31/2012 | Common stock, $0.00001 par value | 30,000 | 30,000 | D | ||||||||
Warrants | $0.7 | (1) | 12/31/2012 | Common stock, $0.00001 par value | 10,000 | 10,000 | I | Held by "Davis & Associates Inc. 401K PSP"(2) | |||||||
Warrants | $0.7 | (1) | 12/31/2012 | Common stock, $0.00001 par value | 5,000 | 5,000 | I | Held by "Davis & Associates Inc."(2) | |||||||
Warrants | $1 | (1) | 12/31/2012 | Common stock, $0.00001 par value | 30,000 | 30,000 | D | ||||||||
Warrants | $1.5 | (1) | 09/25/2013 | Common stock, $0.00001 par value | 100,000 | 100,000 | D | ||||||||
Warrants | $2 | (1) | 10/31/2013 | Common Stock, $0.00001 par value | 16,667 | 16,667 | D | ||||||||
Warrants | $1.3 | (1) | 01/07/2014 | Common Stock, $0.00001 par value | 195,000 | 195,000 | D | ||||||||
Options | $2.41 | (1) | 03/01/2017 | Common stock, $0.00001 par value | 10,374 | 10,374 | D | ||||||||
Warrant | $1.3 | (1) | 07/12/2013 | Common stock, $0.00001 par value | 100,000 | 100,000 | D | ||||||||
Warrant | $1.3 | (1) | 07/12/2013 | Common stock, $0.00001 par value | 20,000 | 20,000 | I | Held by "Davis & Associates Inc. 401(k) PSP"(2) | |||||||
Warrant | $1.3 | (1) | 07/12/2013 | Common stock, $0.00001 par value | 20,000 | 20,000 | I | Held by "Davis & Associates Inc."(2) | |||||||
Warrants | $1.3 | (1) | 08/02/2013 | Common stock, $0.0001 par value | 286,923 | 286,923 | D | ||||||||
Warrants | $1.3 | (1) | 01/07/2014 | Common stock, $0.00001 par value | 54,964 | 54,964 | I | Held by "Davis & Associates Inc. 401K PSP"(2) | |||||||
Warrants | $1.3 | (1) | 08/02/2013 | Common stock, $0.0001 par value | 20,000 | 20,000 | I | Held by Davis & Associates, Inc. 401(k) PSP(2) | |||||||
Warrants | $1.3 | (1) | 01/07/2014 | Common stock, $0.00001 par value | 17,482 | 17,482 | I | Held by "Davis & Associates Inc."(2) | |||||||
Warrants | $1.3 | (1) | 08/02/2013 | Common stock, $0.0001 par value | 20,000 | 20,000 | I | Held by Davis & Associates, Inc.(2) | |||||||
Options | $1.72 | (1) | 08/10/2017 | Common stock, $0.00001 par value | 14,535 | 14,535 | D | ||||||||
Warrants | $1.3 | (1) | 01/07/2014 | Common stock, $0.00001 par value | 50,000 | 50,000 | D | ||||||||
Stock options | $0.87 | (4) | 08/09/2018 | Common stock, $0.00001 par value | 28,736 | 28,736 | D | ||||||||
Convertible Note(3) | $1.3 | (1) | 09/20/2013 | Common stock, $0.00001 par value | (5) | $150,000 | D | ||||||||
Convertible Note | $1.1 | (1) | 02/28/2012 | Common Stock, $0.00001 par value | (5) | $11,758 | D | ||||||||
Put option | (6) | 02/15/2012 | M | 77,586 | (6) | (6) | Common stock, $0.00001 par value | 77,586 | (6) | 0 | D | ||||
Warrant | $1.3 | 03/19/2012 | G | 13,500 | (1) | 01/07/2014 | Common stock, $0.00001 par value | 76,423 | $0 | 62,923 | D |
Explanation of Responses: |
1. Currently exercisable |
2. Reporting person is the Sole owner of Davis & Associates Inc. and has sole voting power. |
3. On October 31, 2011, the reporting person purchased a $100,000, 10% convertible secured subordinated promissory note from the issuer in a private placement. The promissory note and any accrued interest thereon is convertible at any time at the option of the reporting person into common stock at $1.30 per share. The promissory note matures on September 20, 2013, and may be called any time after the price of the issuer's common stock exceeds $4.00 per share for 10 consecutive days. The number of shares to be issued upon conversion will be fixed on the conversion date and reported on a Form 4 within 2 business days after conversion. The issuer's Board of Directors specifically approved the reporting person's participation in the private placement as exempt from the requirements of Section 16b as provided by Rules 16b-3(d) and 16b-3(e). |
4. Stock options vest ratably over a 12 month period beginning August 9, 2011. |
5. On December 14, 2011, the reporting person and the Company executed a convertible promissory note in the principal amount of $1,833 with a maturity date of February 28, 2012. The principal amount and interest accruing at a rate of 10% per year are convertible into common shares at $1.10 per share at any time through the maturity date. The number of shares to be issued upon conversion will be fixed on the conversion date and reported on a Form 4 within 2 business days after conversion. The issuer's Board of Directors specifically approved the transaction as exempt from the requirements of Section 16b as provided by Rules 16b-3(d). |
6. On October 11,2011, pursuant to a loan guarantee, the Issuer agreed to issue to the Reporting Person 77,586 shares of its common stock upon the Reporting Person's request, at no cost to the Reporting Person, at any time on or before October 11, 2014. On February 15, 2012, the shares were issued. The issuer's Board of Directors specifically approved the transaction as exempt from the requirements of Section 16b as provided by Rules 16b-3(d). |
Remarks: |
Richard B. Thon by power of attorney | 03/21/2012 | |
** 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. |