Statement of Changes in Beneficial Ownership (4)
02 8월 2014 - 7:57AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Schuler Family Foundation
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2. Issuer Name
and
Ticker or Trading Symbol
HANSEN MEDICAL INC
[
HNSN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
28161 N. KEITH DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/30/2014
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(Street)
LAKE FOREST, IL 60045
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Warrant (Right to Buy Common Stock)
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$1.50
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7/30/2014
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D
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3744094
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8/8/2013
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8/8/2015
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Common Stock
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3744094
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(1)
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0
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D
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Warrant (Right to Buy Common Stock)
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$2.00
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7/30/2014
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D
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3744094
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8/8/2013
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8/8/2015
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Common Stock
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3744094
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(1)
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0
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D
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Warrant (Right to Buy Common Stock)
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$1.13
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7/30/2014
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A
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7488188
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(2)
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(3)
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Common Stock
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7488188
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(1)
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7488188
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D
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Warrant (Right to Buy Common Stock)
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$1.13
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7/30/2014
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A
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2302618
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(2)
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(4)
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Common Stock
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2302618
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(1)
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2302618
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D
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Explanation of Responses:
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(
1)
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The reporting person and the issuer entered into an Exchange Agreement dated July 30, 2014 (the "Exchange Agreement") pursuant to which the issuer will cancel outstanding warrants with $1.50 per share and $2.00 per share exercise prices in exchange for the issuance of new warrants with $1.13 per share exercise prices and the reporting person's agreement to exercise a portion of the new warrants within fourteen days of the Issuance Date (as defined below).
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(
2)
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The warrant shall be exercisable at any time after the date of issuance of the warrant, which shall be the closing date of the exchange of warrants pursuant to the Exchange Agreement (the "Issuance Date").
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(
3)
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The date that is fourteen days following the Issuance Date.
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(
4)
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The date that is five years following the Issuance Date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Schuler Family Foundation
28161 N. KEITH DRIVE
LAKE FOREST, IL 60045
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X
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Signatures
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/s/ Jack Schuler, Director
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8/1/2014
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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