X0206 3 2014-12-21 0 0000894237 VISION SCIENCES INC /DE/ VSCI 0000890846 UROPLASTY INC 5420 FELTL RD MINNETONKA MN 55343 0 0 1 0 Common Stock, par value $0.01 per share 0 I See footnote 1 & 2. Uroplasty, Inc. ("Uroplasty") is reporting beneficial ownership of the shares of common stock of Vision-Sciences, Inc. ("Vision-Sciences") held by certain shareholders of Vision-Sciences (the "Shareholders") solely because Uroplasty holds a limited proxy to vote (i) 18,853,543 shares of common stock, $0.01 par value per share, of Vision-Sciences (the "Common Stock"), owned by the Shareholders and (ii) up to an additional 27,442,430 shares of Common Stock which may be acquired by the Shareholders pursuant to stock options, convertible promissory notes and warrants that are exercisable or will become exercisable within 60 days hereafter in favor of the proposed merger between Vision-Sciences, Visor Merger Sub LLC and Uroplasty pursuant to the Voting Agreement, dated December 21, 2014, between Uroplasty and the Shareholders. A copy of the Voting Agreement was filed with Uroplasty's Current Report on Form 8-K on December 22, 2014. Uroplasty may be deemed to be the beneficial owner due to its limited voting rights in the Common Stock held or which may be acquired by the Shareholders for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Uroplasty does not have any pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the Common Stock held or which may be acquired by the Shareholders and expressly disclaims any beneficial ownership in such Common Stock and reported herein. The filing of this Form 3 shall not be construed as an admission that Uroplasty is the beneficial owner of any of the securities reported herein. /s/ Brett Reynolds, Senior Vice President, Chief Financial Officer and Corporate Secretary 2014-12-31