Form Type: 4

SEC EDGAR Link
Accession Number:0001449374-19-000021
Date:2019-04-18
Issuer: CAS MEDICAL SYSTEMS INC (CASM)
Original Submission Date:

Reporting Person:

BAIRD JEFFERY A
C/O CAS MEDICAL SYSTEMS, INC
44 EAST INDUSTRIAL ROAD BRANFORD, CT 06405

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2019-04-18 D 304,418 d $2.45 0 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
STOCK OPTION 3.16 2019-04-18 deemed execution date D 50,000 (d) 2021-01-07 common stock 50,000 $3.16 0 direct
STOCK OPTION 1.69 2019-04-18 deemed execution date D 25,000 (d) 2021-12-08 common stock 25,000 $1.69 0 direct
STOCK OPTION 2.18 2019-04-18 deemed execution date D 40,000 (d) 2022-12-17 common stock 40,000 $2.18 0 direct
STOCK OPTION 1.87 2019-04-18 deemed execution date D 50,000 (d) 2023-12-16 common stock 50,000 $1.87 0 direct
STOCK OPTION 1.79 2019-04-18 deemed execution date D 40,000 (d) 2024-12-18 common stock 40,000 $1.79 0 direct
STOCK OPTION 0.67 2019-04-18 deemed execution date D 20,000 (d) 2027-12-21 common stock 20,000 $0.67 0 direct
Footnotes
IDfootnote
f1 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.
f2 this option, was, as a result of the consummation of the merger contemplated by the merger agreement, terminated on april 18, 2019.
f3 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.
f4 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.
f5 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.
f6 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.
f7 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.
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