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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 |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Edwards Lifesciences Holding, Inc. ONE EDWARDS WAY IRVINE, CA 92614 |
X | |||
Edwards Lifesciences Corp ONE EDWARDS WAY IRVINE, CA 92614 |
X |
Edwards Lifesciences Corporation, By: /s/ Scott B. Ullem | 04/18/2019 | |
**Signature of Reporting Person | Date | |
Edwards Lifesciences Holding, Inc., By: /s/ Scott B. Ullem | 04/18/2019 | |
**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) | On April 18, 2019, pursuant to the Agreement and Plan of Merger, dated as of February 11, 2019 (the "Merger Agreement"), by and among Edwards Lifesciences Holding, Inc., a Delaware corporation and a wholly owned subsidiary of Edwards Lifesciences Corporation ("Acquiror"), Crown Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror ("Merger Sub") and CAS Medical Systems, Inc. a Delaware corporation ("Issuer"), Merger Sub merged with and into Issuer, with Issuer as the surviving corporation and a wholly owned subsidiary of the Acquiror (the "Merger"). |
(2) | Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock, par value $0.004 per share, of Issuer (the "Issuer Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares of Issuer Common Stock owned by the Issuer as treasury stock or owned directly by the Acquiror or any of its subsidiaries (including Merger Sub) or shares of Issuer Common Stock the holders of which properly perfected their appraisal rights under Delaware law), which totaled 40,049,789 shares, was cancelled and converted into the right to receive $2.45 per share in cash, without interest or dividends thereon. |
(3) | In connection with entering into the Merger Agreement, certain stockholders of the Issuer (collectively, the "Subject Stockholders") entered into voting agreements (the "Voting Agreements") with Acquiror pursuant to which the Subject Stockholders agreed, among other things, to vote their Issuer securities, including shares of Issuer Common Stock, preferred stock of the Issuer and options (collectively the "Voting Agreement Shares") in favor of the Merger. On February 21, 2019, Acquiror and Edwards Lifesciences Corporation ("Edwards") jointly filed a Form 3 with respect to the Voting Agreement Shares; however, in such filing, Acquiror and Edwards Lifesciences Corporation disclaimed any "pecuniary interest" or beneficial ownership interests in such securities. Upon the Effective Time, each of the Voting Agreements terminated by its terms. |
Remarks: Item 1 of this Form 4 includes only the name and address of Acquiror, as designated filer pursuant to Instruction 4(b)(v) to Form 4. The name and address of Edwards, as joint filer, is as follows: Edwards Lifesciences Corporation One Edwards Way Irvine, CA 92614 |