SEC Form 3
| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 09/26/2018 | 3. Issuer Name and Ticker or Trading Symbol Ra Medical Systems, Inc. [ RMED ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 32,390(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option (Right to Buy) | (2) | 06/04/2028 | Common Stock | 42,000 | 28.94 | D | |
| Explanation of Responses: |
| 1. 30,390 of the reported shares are represented by restricted stock units ("RSUs"), and each RSU is the economic equivalent of one share of Ra Medical Systems, Inc. common stock. Thirty-three percent (33%) of the RSUs shall vest on the 10th day of the third month following the expiration of the Lock-Up Period (as defined in the award agreement), thirty-three percent (33%) of the RSUs shall vest on the 15th day of the sixth month following the expiration of the Lock-Up Period, and thirty-four percent (34%) of the RSUs shall vest on the 20th day of the ninth month following the expiration of the Lock-Up Period, subject to the reporting person's continued service. In the event of a Change in Control (as defined in the Issuer's 2018 Stock Compensation Plan, (the "Compensation Plan")), one-hundred percent (100%) of the RSUs shall immediately become fully vested, subject to the reporting persons continued service. |
| 2. One thirty-sixth of the shares subject to the option vest each month over the thirty six months following January 1, 2017, on the same day of the month, subject to the reporting person's continued service. In the event of a Change in Control (as defined in the Compensation Plan), one hundred percent (100%) of the shares subject to the option shall immediately vest. |
| Remarks: |
| Exhibit 24 - Power of Attorney |
| /s/ Andrew Jackson, as Attorney-in-Fact | 09/26/2018 | |
| ** 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 5 (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 Number. | ||