0001449374-19-000024.txt : 20190422
0001449374-19-000024.hdr.sgml : 20190422
20190422141420
ACCESSION NUMBER: 0001449374-19-000024
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20190418
FILED AS OF DATE: 20190422
DATE AS OF CHANGE: 20190422
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TMP Nominee II, LLC
CENTRAL INDEX KEY: 0001436054
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-13839
FILM NUMBER: 19759148
BUSINESS ADDRESS:
STREET 1: 45 SOUTH SEVENTH STREET
STREET 2: SUITE 3060
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55402
BUSINESS PHONE: 612-465-8660
MAIL ADDRESS:
STREET 1: 45 SOUTH SEVENTH STREET
STREET 2: SUITE 3060
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55402
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: TMP Associates II LP
CENTRAL INDEX KEY: 0001383035
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-13839
FILM NUMBER: 19759149
BUSINESS ADDRESS:
STREET 1: 45 SOUTH SEVENTH STREET
STREET 2: SUITE 3060
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55402
BUSINESS PHONE: 612-465-8671
MAIL ADDRESS:
STREET 1: 45 SOUTH SEVENTH STREET
STREET 2: SUITE 3060
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55402
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Thomas, McNerney & Partners II, LLC
CENTRAL INDEX KEY: 0001505930
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-13839
FILM NUMBER: 19759150
BUSINESS ADDRESS:
STREET 1: 45 SOUTH SEVENTH STREET
STREET 2: SUITE 3060
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55402
BUSINESS PHONE: 612-465-8660
MAIL ADDRESS:
STREET 1: 45 SOUTH SEVENTH STREET
STREET 2: SUITE 3060
CITY: MINNEAPOLIS
STATE: MN
ZIP: 55402
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Thomas, McNerney & Partners II L.P.
CENTRAL INDEX KEY: 0001369574
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-13839
FILM NUMBER: 19759151
BUSINESS ADDRESS:
STREET 1: 45 SOUTH 7TH STREET
STREET 2: SUITE 3060
CITY: Minneapolis
STATE: MN
ZIP: 55402
BUSINESS PHONE: 612-456-8660
MAIL ADDRESS:
STREET 1: 45 SOUTH 7TH STREET
STREET 2: SUITE 3060
CITY: Minneapolis
STATE: MN
ZIP: 55402
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CAS MEDICAL SYSTEMS INC
CENTRAL INDEX KEY: 0000764579
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 061123096
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 44 EAST INDUSTRIAL ROAD
CITY: BRANFORD
STATE: CT
ZIP: 06405
BUSINESS PHONE: 2034886056
MAIL ADDRESS:
STREET 1: 44 EAST INDUSTRIAL ROAD
CITY: BRANFORD
STATE: CT
ZIP: 06405
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2019-04-18
1
0000764579
CAS MEDICAL SYSTEMS INC
CASM
0001369574
Thomas, McNerney & Partners II L.P.
C/O JAMES THOMAS
263 TRESSER BOULEVARD, 9TH FLOOR
STAMFORD
CT
06901
0
0
1
0
0001505930
Thomas, McNerney & Partners II, LLC
C/O JAMES THOMAS
263 TRESSER BOULEVARD, 9TH FLOOR
STAMFORD
CT
06901
0
0
1
0
0001383035
TMP Associates II LP
C/O JAMES THOMAS
263 TRESSER BOULEVARD, 9TH FLOOR
STAMFORD
CT
06901
0
0
1
0
0001436054
TMP Nominee II, LLC
C/O JAMES THOMAS
263 TRESSER BOULEVARD, 9TH FLOOR
STAMFORD
CT
06901
0
0
1
0
Common Stock
2019-04-18
4
C
0
6802834
2.389
A
8393871
D
Common Stock
2019-04-18
4
C
0
24125
2.389
A
30063
I
by TMP Associates II LP
Common Stock
2019-04-18
4
C
0
71075
2.389
A
79100
I
by TMP Nominee II, LLC
Common Stock
2019-04-18
4
C
0
3906315
2.389
A
12300186
D
Common Stock
2019-04-18
4
C
0
13881
2.389
A
43944
I
by TMP Associates II LP
Common Stock
2019-04-18
4
C
0
40772
2.389
A
119872
I
by TMP Nominee II, LLC
Common Stock
2019-04-18
4
D
0
12300186
2.45
D
0
D
Common Stock
2019-04-18
4
D
0
43944
2.45
D
0
I
by TMP Associates II LP
Common Stock
2019-04-18
4
D
0
119872
2.45
D
0
I
by TMP Nominee II, LLC
Series A Convertible Preferred Stock
2019-04-18
4
C
0
94182
0
D
Common Stock
6802834
0
D
Series A Convertible Preferred Stock
2019-04-18
4
C
0
334
0
D
Common Stock
24125
0
I
by TMP Associates II LP
Series A Convertible Preferred Stock
2019-04-18
4
C
0
984
0
D
Common Stock
71075
0
I
by TMP Nominee II, LLC
Series A Exchangeable Preferred Stock
2019-04-18
4
C
0
53748
0
D
Common Stock
3906315
0
D
Series A Exchangeable Preferred Stock
2019-04-18
4
C
0
191
0
D
Common Stock
13881
0
I
by TMP Associates II LP
Series A Exchangeable Preferred Stock
2019-04-18
4
C
0
561
0
D
Common Stock
40772
0
I
by TMP Nominee II, LLC
The reporting person converted 94,182 shares of Series A Convertible Preferred Stock on April 18, 2019, resulting in its acquisition of 6,802,834 shares of common stock. The Series A Convertible Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date.
The reporting person converted 334 shares of Series A Convertible Preferred Stock on April 18, 2019, resulting in its acquisition of 24,125 shares of common stock. The Series A Convertible Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date.
The reporting person converted 984 shares of Series A Convertible Preferred Stock on April 18, 2019, resulting in its acquisition of 71,075 shares of common stock. The Series A Convertible Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date.
The reporting person converted 53,748 shares of Series A Exchangeable Preferred Stock on April 18, 2019, resulting in its acquisition of 3,906,315 shares of common stock. The Series A Exchangeable Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date.
The reporting person converted 191 shares of Series A Exchangeable Preferred Stock on April 18, 2019, resulting in its acquisition of 13,881 shares of common stock. The Series A Exchangeable Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date.
The reporting person converted 561 shares of Series A Exchangeable Preferred Stock on April 18, 2019, resulting in its acquisition of 40,772 shares of common stock. The Series A Exchangeable Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date.
Each issued and outstanding share of common stock was, as a result of the consummation of the merger contemplated by the Agreement and Merger by and among CAS Medical Systems, Inc., Edwards Lifesciences Holding, Inc. and Crown Merger Sub, Inc., dated as of February 11, 2019 (the "Merger Agreement"), canceled in exchange for the right to receive a per share amount equal to $2.45 in cash without interest.
Thomas, McNerney & Partners II, L.P. By: Thomas, McNerney & Partners II, LLC, its General Partner By: /s/James E. Thomas, Manager
2019-04-22
Thomas, McNerney & Partners II, LLC, By: /s/James E. Thomas, Manager
2019-04-22
TMP Associates II, L.P. By: Thomas, McNerney & Partners II, LLC, its General Partner By: /s/James E. Thomas, Manager
2019-04-22
TMP Nominee II, LLC By: /s/James E. Thomas, Manager
2019-04-22