| 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) 08/09/2012 | ||||||||||||||||||||||||||
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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 | 34,756 | I | By Noble Ventures, of which reporting person is the majority owner. | |||||||
| Common stock, $0.00001 par value | 110,205 | D | ||||||||
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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 | ||||||||
| Stock Options | $2.9 | (1) | 06/12/2014 | Common Stock, $0.00001 par value | 3,000 | 3,000 | D | ||||||||
| Stock options | $1 | (1) | 08/12/2015 | Common stock, $0.00001 par value | 1,000 | 1,000 | D | ||||||||
| Warrants | $0.5 | (1) | 12/31/2012 | Common Stock, $0.00001 par value | 4,000 | 4,000 | D | ||||||||
| Warrants | $0.5 | (1) | 12/31/2012 | Common stock, $0.00001 par value | 2,000 | 2,000 | I | By Noble Ventures, of which reporting person is the majority owner | |||||||
| Stock Options | $0.85 | (1) | 03/03/2016 | Common stock, $0.00001 par value | 20,000 | 20,000 | D | ||||||||
| Stock options | $1.25 | (1) | 08/11/2016 | Common stock, $0.00001 par value | 1,000 | 1,000 | D | ||||||||
| Stock Options | $1.5 | (1) | 09/29/2016 | Common stock, $0.00001 par value | 30,000 | 30,000 | D | ||||||||
| Warrants | $1.3 | (1) | 01/07/2014 | Common stock, $0.00001 par value | 19,986 | 19,986 | D | ||||||||
| Warrants | $1.3 | (1) | 11/12/2012 | Common stock, $0.00001 par value | 10,000 | 10,000 | D | ||||||||
| Warrants | $1.3 | (1) | 07/12/2013 | Common stock, $0.00001 par value | 10,000 | 10,000 | I | Held by Noble Ventures, of which reporting person is the majority owner. | |||||||
| Warrants | $1.3 | (1) | 11/12/2012 | Common stock, $0.00001 par value | 4,756 | 4,756 | I | By Noble Ventures, of which reporting person is majority owner. | |||||||
| Warrants | $1.3 | (1) | 08/02/2013 | Common stock, $0.00001 par value | 10,000 | 10,000 | I | By Noble ventures, of which reporting person is majority owner | |||||||
| Warrants | $1.3 | (1) | 08/02/2010 | Commons stock, $0.00001 par value | 10,000 | 10,000 | D | ||||||||
| Options | $1.72 | (1) | 08/10/2017 | Common stock, $0.00001 par value | 14,535 | 14,535 | D | ||||||||
| Stock options | $0.87 | (1) | 08/09/2018 | Common stock, $0.00001 par value | 28,736 | 28,736 | D | ||||||||
| Convertible Note | $1.1 | (1) | 08/28/2012 | Common stock, $0.00001 par value | (3) | $6,400 | D | ||||||||
| Stock Options | $0.6 | 08/09/2012 | A | 25,000 | (2) | 08/09/2019 | Common stock, $0.00001 par value | 25,000 | $0 | 25,000 | D | ||||
| Explanation of Responses: |
| 1. Currently exercisable |
| 2. Annual option award pursuant to the Issuer's compensation policy for Directors upon their re-election to the Board of Directors. The seven-year options vest ratably over 12 months. |
| 3. On December 1, 2011, the reporting person and the Company executed a convertible promissory note in the principal amount of $6,400 with a maturity date of February 28, 2012. The maturity date was subsequently changed to August 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). |
| Richard B. Thon by power of attorney | 08/10/2012 | |
| ** 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. | ||