Statement of Changes in Beneficial Ownership (4)
April 22 2019 - 2:15PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Thomas, McNerney & Partners II L.P.
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2. Issuer Name
and
Ticker or Trading Symbol
CAS MEDICAL SYSTEMS INC
[
CASM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O JAMES THOMAS, 263 TRESSER BOULEVARD, 9TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
4/18/2019
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(Street)
STAMFORD, CT 06901
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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4/18/2019
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C
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6802834
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A
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$2.389
(1)
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8393871
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D
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Common Stock
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4/18/2019
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C
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24125
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A
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$2.389
(2)
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30063
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I
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by TMP Associates II LP
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Common Stock
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4/18/2019
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C
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71075
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A
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$2.389
(3)
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79100
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I
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by TMP Nominee II, LLC
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Common Stock
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4/18/2019
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C
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3906315
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A
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$2.389
(4)
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12300186
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D
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Common Stock
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4/18/2019
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C
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13881
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A
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$2.389
(5)
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43944
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I
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by TMP Associates II LP
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Common Stock
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4/18/2019
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C
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40772
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A
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$2.389
(6)
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119872
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I
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by TMP Nominee II, LLC
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Common Stock
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4/18/2019
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D
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12300186
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D
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$2.45
(7)
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0
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D
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Common Stock
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4/18/2019
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D
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43944
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D
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$2.45
(7)
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0
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I
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by TMP Associates II LP
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Common Stock
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4/18/2019
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D
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119872
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D
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$2.45
(7)
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0
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I
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by TMP Nominee II, LLC
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Series A Convertible Preferred Stock
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(1)
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4/18/2019
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C
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94182
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(1)
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(1)
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Common Stock
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6802834
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$0
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0
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D
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Series A Convertible Preferred Stock
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(2)
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4/18/2019
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C
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334
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(2)
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(2)
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Common Stock
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24125
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$0
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0
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I
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by TMP Associates II LP
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Series A Convertible Preferred Stock
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(3)
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4/18/2019
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C
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984
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(3)
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(3)
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Common Stock
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71075
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$0
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0
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I
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by TMP Nominee II, LLC
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Series A Exchangeable Preferred Stock
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(4)
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4/18/2019
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C
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53748
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(4)
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(4)
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Common Stock
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3906315
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$0
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0
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D
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Series A Exchangeable Preferred Stock
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(5)
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4/18/2019
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C
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191
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(5)
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(5)
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Common Stock
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13881
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$0
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0
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I
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by TMP Associates II LP
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Series A Exchangeable Preferred Stock
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(6)
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4/18/2019
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C
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561
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(6)
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(6)
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Common Stock
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40772
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$0
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0
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I
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by TMP Nominee II, LLC
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Explanation of Responses:
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(1)
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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.
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(2)
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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.
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(3)
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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.
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(4)
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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.
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(5)
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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.
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(6)
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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.
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(7)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Thomas, McNerney & Partners II L.P.
C/O JAMES THOMAS
263 TRESSER BOULEVARD, 9TH FLOOR
STAMFORD, CT 06901
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X
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Thomas, McNerney & Partners II, LLC
C/O JAMES THOMAS
263 TRESSER BOULEVARD, 9TH FLOOR
STAMFORD, CT 06901
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X
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TMP Associates II LP
C/O JAMES THOMAS
263 TRESSER BOULEVARD, 9TH FLOOR
STAMFORD, CT 06901
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X
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TMP Nominee II, LLC
C/O JAMES THOMAS
263 TRESSER BOULEVARD, 9TH FLOOR
STAMFORD, CT 06901
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X
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Signatures
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Thomas, McNerney & Partners II, L.P. By: Thomas, McNerney & Partners II, LLC, its General Partner By: /s/James E. Thomas, Manager
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4/22/2019
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**
Signature of Reporting Person
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Date
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Thomas, McNerney & Partners II, LLC, By: /s/James E. Thomas, Manager
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4/22/2019
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Signature of Reporting Person
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Date
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TMP Associates II, L.P. By: Thomas, McNerney & Partners II, LLC, its General Partner By: /s/James E. Thomas, Manager
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4/22/2019
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**
Signature of Reporting Person
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Date
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TMP Nominee II, LLC By: /s/James E. Thomas, Manager
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4/22/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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