SEC Form 4 · accession 0001193805-15-000002
CAS MEDICAL SYSTEMS INC · CASM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
DEERFIELD MANAGEMENT CO
10% Owner · Other
Deerfield Mgmt L.P.
10% Owner · Other
James E Flynn
10% Owner · Other
Deerfield Special Situations Fund, L.P.
10% Owner · Other
Deerfield Special Situations International Master Fund, L.P.
10% Owner · Other
Period of report
Jan 1, 2015
Accepted (ET)
Jan 5, 2015 · 11:13 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000764579
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jan 1, 2015 | P | 1,443,200 | $1.65 | A | 3,200,000 | I | Through Deerfield Special Situations, L.P. |
| Common StockF1,F2,F3 | Jan 1, 2015 | S | 1,443,200 | $1.65 | D | 0 | I | Through Deerfield Special Situations International Master Fund, L.P. |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1In connection with the consolidation of the Funds (as defined below), effective January 1, 2015, the assets of Deerfield Special Situations International Master Fund, L.P. (including the shares listed in column 4 of Table I above) were transferred to Deerfield Special Situations Fund, L.P.
- F2This Form 4 is being filed by the undersigned as well as the entities listed on the Joint Filer Information Statement attached as an exhibit hereto (the "Reporting Persons"). Deerfield Mgmt, L.P. is the general partner of Deerfield Special Situations Fund, L.P. and Deerfield Special Situtations International Master Fund, L.P. (collectively, the "Funds"). Deerfield Management Company, L.P. is the investment manager of the Funds. James E. Flynn is the sole member of the general partner of each of Deerfield Mgmt, L.P. and Deerfield Management Company, L.P.
- F3In accordance with Instruction 5 (b)(iv) to Form 3, the entire amount of the Issuer's securities held by the Funds is reported herein. For purposes of Section 16 of the Securities Exchange Act of 1934, each Reporting Person disclaims beneficial ownership of any such securities, except to the extent of his/its indirect pecuniary interest therein, if any, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or otherwise.
Remarks
Jonathan Isler, Attorney-in-Fact: Power of Attorney, which is hereby incorporated by reference to Exhibit 24 to a Form 3 with regard to Avalanche Biotechnologies, Inc. filed with the Securities and Exchange Commission on July 30, 2014 by Deerfield Mgmt III, L.P., Deerfield Mgmt, L.P., Deerfield Management Company, L.P., Deerfield Special Situations Fund, L.P., Deerfield Special Situations International Master Fund, L.P., Deerfield Private Design Fund III, L.P. and James E. Flynn