Statement of Changes in Beneficial Ownership (4)
March 27 2023 - 5:22PM
Edgar (US Regulatory)
FORM 4
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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
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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
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Meline Susanne |
2. Issuer Name and Ticker or Trading Symbol
Ra Medical Systems, Inc.
[
RMED
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O RA MEDICAL SYSTEMS, INC., 1670 HIGHWAY 160 WEST, SUITE 205 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
1/9/2023 |
(Street)
FORT MILL, SC 29708 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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(City)
(State)
(Zip)
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Rule 10b5-1(c) Transaction Indication
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to
satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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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 | 3/23/2023 | | C(1) | | 2575 | A | $0 | 2575 | I | By Spouse |
Common Stock | | | | | | | | 36 | D | |
Common Stock | | | | | | | | 800 | I | See footnote (2) |
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) | 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 |
Series X Convertible Preferred Stock | $0 (3) | 1/9/2023 | | A (4) | | 14.0560 | | (3) | (5) | Common Stock | 14056 | $0 | 14.056 | I | By Spouse |
Series X Convertible Preferred Stock | $0 | 3/23/2023 | | C | | | 2.575 | (1) | (5) | Common Stock | 11481 | $0 | 11.481 | I | By Spouse |
Explanation of Responses: |
(1) | This the transaction was the result of the automatic conversion of shares of Series X Preferred upon receipt of stockholder approval. |
(2) | Securities are owned by Catalysis Partners ("CP"). The reporting person has an investment interest in CP through her IRA and, together with an immediate family member, owns a controlling interest in Francis Capital Management, LLC, which also has an investment interest in CP and serves as both its Managing Member and Investment Manager. The reporting person disclaims beneficial interest of these securities except to the extent of her pecuniary interest therein. |
(3) | Following stockholder approval of the conversion of Series X Convertible Preferred Stock into shares of Common Stock, each share of Series X Convertible Preferred Stock automatically converts into 1,000 shares of Common Stock, subject to certain limitations. |
(4) | On January 9, 2023, the Issuer, completed its acquisition of Catheter Precision, Inc., a privately-held Delaware corporation ("Catheter"), pursuant to an Amended and Restated Agreement and Plan of Merger (the "Merger"). In connection with the Merger, each share of Catheter common stock previously outstanding held by the reporting person now represents a number of shares of Series X Convertible Preferred Stock equal to approximately 0.6697, divided by one thousand (1,000). |
(5) | Series X Convertible Preferred Stock has no expiration date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Meline Susanne C/O RA MEDICAL SYSTEMS, INC. 1670 HIGHWAY 160 WEST, SUITE 205 FORT MILL, SC 29708 | X |
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Signatures
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/s/ Susanne Meline | | 3/27/2023 |
**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. |
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