Thomas, McNerney & Partners II Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Thomas, McNerney & Partners II L.P.

(Last) (First) (Middle)

C/O JAMES THOMAS

263 TRESSER BOULEVARD, 9TH FLOOR

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CAS MEDICAL SYSTEMS INC [ CASM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/18/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/18/2019		C		6,802,834	A	$2.389(1)	8,393,871	D
Common Stock	04/18/2019		C		24,125	A	$2.389(2)	30,063	I	by TMP Associates II LP
Common Stock	04/18/2019		C		71,075	A	$2.389(3)	79,100	I	by TMP Nominee II, LLC
Common Stock	04/18/2019		C		3,906,315	A	$2.389(4)	12,300,186	D
Common Stock	04/18/2019		C		13,881	A	$2.389(5)	43,944	I	by TMP Associates II LP
Common Stock	04/18/2019		C		40,772	A	$2.389(6)	119,872	I	by TMP Nominee II, LLC
Common Stock	04/18/2019		D		12,300,186	D	$2.45(7)	0	D
Common Stock	04/18/2019		D		43,944	D	$2.45(7)	0	I	by TMP Associates II LP
Common Stock	04/18/2019		D		119,872	D	$2.45(7)	0	I	by TMP Nominee II, LLC

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Convertible Preferred Stock	(1)	04/18/2019		C			94,182	(1)	(1)	Common Stock	6,802,834	$0	0	D
Series A Convertible Preferred Stock	(2)	04/18/2019		C			334	(2)	(2)	Common Stock	24,125	$0	0	I	by TMP Associates II LP
Series A Convertible Preferred Stock	(3)	04/18/2019		C			984	(3)	(3)	Common Stock	71,075	$0	0	I	by TMP Nominee II, LLC
Series A Exchangeable Preferred Stock	(4)	04/18/2019		C			53,748	(4)	(4)	Common Stock	3,906,315	$0	0	D
Series A Exchangeable Preferred Stock	(5)	04/18/2019		C			191	(5)	(5)	Common Stock	13,881	$0	0	I	by TMP Associates II LP
Series A Exchangeable Preferred Stock	(6)	04/18/2019		C			561	(6)	(6)	Common Stock	40,772	$0	0	I	by TMP Nominee II, LLC

1. Name and Address of Reporting Person^*

Thomas, McNerney & Partners II L.P.

(Last) (First) (Middle)

C/O JAMES THOMAS

263 TRESSER BOULEVARD, 9TH FLOOR

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Thomas, McNerney & Partners II, LLC

(Last) (First) (Middle)

C/O JAMES THOMAS

263 TRESSER BOULEVARD, 9TH FLOOR

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TMP Associates II LP

(Last) (First) (Middle)

C/O JAMES THOMAS

263 TRESSER BOULEVARD, 9TH FLOOR

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

TMP Nominee II, LLC

(Last) (First) (Middle)

C/O JAMES THOMAS

263 TRESSER BOULEVARD, 9TH FLOOR

(Street)

STAMFORD CT 06901

(City) (State) (Zip)

Explanation of Responses:

1. The reporting person converted 94,182 shares of Series A Convertible Preferred Stock on April 18, 2019, resulting in its acquisition of 6,802,834 shares of common stock. The Series A Convertible Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date.

2. The reporting person converted 334 shares of Series A Convertible Preferred Stock on April 18, 2019, resulting in its acquisition of 24,125 shares of common stock. The Series A Convertible Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date.

3. The reporting person converted 984 shares of Series A Convertible Preferred Stock on April 18, 2019, resulting in its acquisition of 71,075 shares of common stock. The Series A Convertible Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date.

4. The reporting person converted 53,748 shares of Series A Exchangeable Preferred Stock on April 18, 2019, resulting in its acquisition of 3,906,315 shares of common stock. The Series A Exchangeable Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date.

5. The reporting person converted 191 shares of Series A Exchangeable Preferred Stock on April 18, 2019, resulting in its acquisition of 13,881 shares of common stock. The Series A Exchangeable Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date.

6. The reporting person converted 561 shares of Series A Exchangeable Preferred Stock on April 18, 2019, resulting in its acquisition of 40,772 shares of common stock. The Series A Exchangeable Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date.

7. 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.

Remarks:

	Thomas, McNerney & Partners II, L.P. By: Thomas, McNerney & Partners II, LLC, its General Partner By: /s/James E. Thomas, Manager	04/22/2019
	Thomas, McNerney & Partners II, LLC, By: /s/James E. Thomas, Manager	04/22/2019
	TMP Associates II, L.P. By: Thomas, McNerney & Partners II, LLC, its General Partner By: /s/James E. Thomas, Manager	04/22/2019
	TMP Nominee II, LLC By: /s/James E. Thomas, Manager	04/22/2019
	** Signature of Reporting Person	Date
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