SEC Form 4 · accession 0001209191-15-025036
HANSEN MEDICAL INC · HNSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Schuler Family Foundation
10% Owner
Period of report
Mar 9, 2015
Accepted (ET)
Mar 11, 2015 · 12:57 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001276591
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Series A Convertible Participating Preferred StockF1 | Mar 9, 2015 | P | 23,077 | $650.00 | A | 23,077 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrant (Right to Buy Common Stock)F5,F2,F3,F4 | — | Mar 9, 2015 | A | 23,077,000 | A | — | — | Common Stock | 23,077,000 | 23,077,000 | D |
Explanation of responses
- F1Par value $0.0001 per share.
- F2The exercise price for the warrants will be the lesser of $0.975 per share or a 50% premium on the per share trailing weighted average share price of the Common Stock on NASDAQ for the ten trading days ending on dates specified in the form of warrants filed with the SEC.
- F3The warrant shall be exercisable at any time after the date of issuance of the warrant, which shall be the closing date (the "Issuance Date") under the Securities Purchase Agreement, dated March 9, 2015 (the "Purchase Agreement"), to which the reporting person and the issuer are parties.
- F4The expiration date of the warrants will be the date that is two years following the Issuance Date.
- F5Pursuant to the Purchase Agreement, the reporting person agreed to purchase from the issuer shares of Preferred Stock at a price of $650.00 per share and the issuer agreed to issue warrants to the reporting person.