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CASM Cas Medical Systems, Inc.

2.45
0.00 (0.00%)
17 May 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type
Cas Medical Systems, Inc. NASDAQ:CASM NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 2.45 2.44 2.45 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

22/04/2019 3:10pm

Edgar (US Regulatory)


FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Benni Paul
2. Issuer Name and Ticker or Trading Symbol

CAS MEDICAL SYSTEMS INC [ CASM ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Scientific Officer
(Last)          (First)          (Middle)

C/O CAS MEDICAL SYSTEMS, INC., 44 EAST INDUSTRIAL ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

4/18/2019
(Street)

BRANFORD, CT 06405
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/18/2019     D    177379   D $2.45   (1) 0   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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 Option   $3.00   4/18/2019     D         44000      (2) 11/9/2020   Common Stock   44000   $0   0   D  
 
Stock Option   $1.69   4/18/2019     D         56000      (3) 12/8/2021   Common Stock   56000   $0   0   D  
 
Stock Option   $2.18   4/18/2019     D         25000      (4) 12/17/2022   Common Stock   25000   $0   0   D  
 
Stock Option   $1.87   4/18/2019     D         25000      (5) 12/16/2023   Common Stock   25000   $0   0   D  
 
Stock Option   $1.79   4/18/2019     D         25000      (6) 12/18/2024   Common Stock   25000   $0   0   D  
 
Stock Option   $.67   4/18/2019     D         20000      (7) 12/21/2027   Common Stock   20000   $0   0   D  
 

Explanation of Responses:
(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 four equal annual installments commencing on December 8, 2011, 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 four equal annual installments commencing on December 17, 2012, 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.
(5)  This option, which vested in four equal annual installments commencing on December 16, 2014, 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.
(6)  This option, which vested in four equal annual installments commencing on December 18, 2015, 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.
(7)  This option, which vested in four equal annual installments commencing on December 21, 2018, 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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Benni Paul
C/O CAS MEDICAL SYSTEMS, INC.
44 EAST INDUSTRIAL ROAD
BRANFORD, CT 06405


Chief Scientific Officer

Signatures
/s/Paul B. Benni 4/22/2019
** 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 control number.

1 Year Cas Medical Systems, Inc. Chart

1 Year Cas Medical Systems, Inc. Chart

1 Month Cas Medical Systems, Inc. Chart

1 Month Cas Medical Systems, Inc. Chart