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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option | $ 2.95 | 04/18/2019 | D | 20,000 | (2) | 10/28/2021 | Common Stock | 20,000 | $ 0 | 0 | D | ||||
Stock Option | $ 1.68 | 04/18/2019 | D | 30,000 | (3) | 01/05/2025 | Common Stock | 30,000 | $ 0 | 0 | D | ||||
Stock Option | $ 1.64 | 04/18/2019 | D | 15,000 | (4) | 12/17/2025 | Common Stock | 15,000 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Rainey Gregory P C/O CAS MEDICAL SYSTEMS, INC. 44 EAST INDUSTRIAL ROAD BRANFORD, CT 06405 |
X |
/s/Gregory P. Rainey | 04/22/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | 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. |
(2) | This option, was, as a result of the consummation of the merger contemplated by the Merger Agreement, terminated on April 18, 2019. |
(3) | This option, which vested in two equal annual installments commencing on January 5, 2016, was, as a result of the consummation of the merger contemplated by the Merger Agreement, canceled in exchange for a cash payment equal to the product of the number of shares subject to such option multiplied by the excess of $2.45 over the exercise price per share of such option. |
(4) | This option, which vested in two equal annual installments commencing on December 17, 2016, was, as a result of the consummation of the merger contemplated by the Merger Agreement, canceled in exchange for a cash payment equal to the product of the number of shares subject to such option multiplied by the excess of $2.45 over the exercise price per share of such option. |