- Statement of Changes in Beneficial Ownership (4)
February 27 2009 - 7:10PM
Edgar (US Regulatory)
FORM 4
[
X
]
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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Petrucci Gary M
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2. Issuer Name
and
Ticker or Trading Symbol
CARDIOVASCULAR SYSTEMS INC
[
NONE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
651 CAMPUS DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/25/2009
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(Street)
ST. PAUL, MN 55112
(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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Common Stock
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2/25/2009
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C
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36314
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A
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(1)
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359639
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D
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Common Stock
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2/25/2009
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D
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359639
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D
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(2)
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0
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D
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Common Stock
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2/25/2009
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D
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50000
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D
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(2)
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0
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I
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By Partnership
(3)
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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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Stock Option (right to buy)
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(4)
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2/25/2009
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D
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20000
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(4)
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(4)
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Common Stock
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20000
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$0
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0
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D
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Stock Option (right to buy)
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(4)
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2/25/2009
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D
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15000
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(4)
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(4)
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Common Stock
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15000
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$0
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0
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D
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Stock Option (right to buy)
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(4)
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2/25/2009
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D
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30000
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(4)
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(4)
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Common Stock
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30000
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$0
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0
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D
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Stock Option (right to buy)
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(4)
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2/25/2009
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D
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6680
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(4)
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(4)
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Common Stock
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6680
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$0
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0
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D
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Stock Option (right to buy)
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(4)
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2/25/2009
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D
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38320
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(4)
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(4)
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Common Stock
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38320
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$0
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0
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D
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Stock Option (right to buy)
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(4)
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2/25/2009
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D
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366161
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(4)
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(4)
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Common Stock
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366161
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$0
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0
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D
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Series A Conv Preferred Stock
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(1)
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2/25/2009
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C
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36314
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(5)
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(5)
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Common Stock
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36314
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$0
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0
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D
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Warrant
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(6)
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2/25/2009
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D
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20000
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(6)
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(6)
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Common Stock
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20000
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$0
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0
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D
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Warrant
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(7)
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2/25/2009
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C
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5157
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7/19/2006
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7/19/2011
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Series A Conv Preferred Stock
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5157
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$0
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0
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D
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Warrant
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(7)
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2/25/2009
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C
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5157
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7/19/2006
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7/19/2011
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Common Stock
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5157
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$0
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5157
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D
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Warrant
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(6)
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2/25/2009
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D
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5157
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(6)
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(6)
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Common Stock
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5157
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$0
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0
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D
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Warrant
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(6)
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2/25/2009
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D
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13810
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(6)
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(6)
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Common Stock
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13810
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$0
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0
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D
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Explanation of Responses:
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(
1)
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Immediately prior to the consummation of the merger between the issuer and Replidyne, Inc., each share of Series A convertible preferred stoick was converted into approximately 1.005 shares of the issuer's common stock.
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(
2)
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Disposed of pursuant to a merger agreement among the issuer, Responder Merger Sub, Inc. and Replidyne, Inc. (now known as "Cardiovascular Systems, Inc."), pursuant to which each share of the issuer's common stock was converted into 0.647 shares of common stock of Replidyne, Inc.
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(
3)
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Shares held by Applecrest Partners LTD Partnership, of which Mr. Petrucci is the General Partner.
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(
4)
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Disposed of pursuant to a merger agreement among the issuer, Responder Merger Sub, Inc. and Replidyne, Inc. (now known as "Cardiovascular Systems, Inc."), pursuant to which each of the issuer's stock options was assumed by Replidyne, Inc. and became exercisable to purchase shares of Replidyne, Inc. common stock; each share covered by the issuer's options was converted into 0.647 shares of common stock of Replidyne, Inc., and the exercise price of each option was adjusted by dividing the pre-merger exercise price by 0.647 and rounding up to the nearest cent.
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(
5)
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Each share of Series A convertible preferred stock was convertible at any time, at the holder's election, into 1.005 shares of common stock and had no expiration date.
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(
6)
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Disposed of pursuant to a merger agreement among the issuer, Responder Merger Sub, Inc. and Replidyne, Inc. (now known as "Cardiovascular Systems, Inc."), pursuant to which each of the issuer's common stock warrants was assumed by Replidyne, Inc. and became exercisable to purchase shares of Replidyne, Inc. common stock; each share covered by the issuer's common stock warrants was converted into 0.647 shares of common stock of Replidyne, Inc., and the exercise price of each warrant was adjusted by dividing the pre-merger exercise price by 0.647 and rounding up to the nearest cent.
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(
7)
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Immediately prior to the consummation of the merger between the issuer and Replidyne, Inc., each Series A convertible preferred stock warrant was converted into a warrant to purchase the issuer's common stock; each Series A convertible preferred share covered by the warrants was converted into approximately 1.005 shares of the issuer's common stock and the exercise price of each warrant was adjusted by multiplying the number of Series A shares covered by the warrant by the warrant exercise price, and dividing by the total number of the issuer's common shares subject to the converted Series A warrant.
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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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Petrucci Gary M
651 CAMPUS DRIVE
ST. PAUL, MN 55112
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X
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Signatures
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/s/ Carlye S. Landin as Attorney-in-Fact for Gary M. Petrucci pursuant to Power of Attorney previously filed.
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2/27/2009
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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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