Amended Statement of Beneficial Ownership (sc 13d/a)
April 22 2019 - 8:01AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_____________
SCHEDULE 13D/A
Under the Securities Exchange Act of
1934
(Amendment No. 2)*
CAS Medical
Systems, Inc.
(Name of Issuer)
Common
Stock, par value $0.004 per share
(Title of Class of Securities)
124769
20 9
(CUSIP Number)
Mr. Thomas M. Patton
c/o CAS Medical Systems, Inc.
44 East Industrial Road
Branford, CT 06405
Telephone: 203-488-6056
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April
18, 2019
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed
a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule
because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
¨
.
*The remainder of this cover page shall be
filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder
of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however, see the Notes).
CUSIP NO. 124769 20 9
SCHEDULE 13D
1
|
name of reporting person
Thomas
M. Patton
|
2
|
check
the appropriate box if a member of a group*
(a)
¨
(b)
¨
|
3
|
sec
use only
|
4
|
source
of funds
PF
|
5
|
check
box if disclosure of legal proceedings is required pursuant to items 2(
d)
or 2(e)
¨
|
6
|
citizenship
or place of organization
United
States
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
sole
voting power
0
|
8
|
shared
voting power
0
|
9
|
sole
dispositive power
0
|
10
|
shared
dispositive power
0
|
11
|
aggregate
amount beneficially owned by each reporting person
0
|
12
|
check
box if the aggregate amount in row (11) excludes certain shares
¨
|
13
|
percent
of class represented by amount in row (11)
0
|
14
|
type
of reporting person*
IN
|
|
|
|
|
SCHEDULE 13D
This Amendment No. 2 to Schedule 13D amends
the Schedule 13D originally filed by Thomas M. Patton (the “Reporting Person”) with the Securities and Exchange Commission
on April 4, 2017, as amended (the “Schedule 13D”).
As set forth below, as a result of the
transaction described herein, on April 18, 2019 the Reporting Person ceased to be the beneficial owner of more than five percent
of the common stock (the “Issuer Common Stock”) of CAS Medical Systems, Inc. (the “Issuer”). The filing
of this Amendment represents the final amendment of the Schedule 13D and constitutes an exit filing for the Reporting Person.
Item 5. Interest in Securities of the
Issuer.
(a) As of the date hereof, the Reporting Person beneficially owns 0 shares of Issuer Common Stock.
(b) The Reporting Person is the owner of 0 shares of Issuer Common Stock.
(c) On
April 18, 2019, in connection with the closing of the merger contemplated by the Agreement and Plan of 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”), the Reporting Person consummated the following transactions:
|
·
|
The Reporting Person cancelled 150,000 restricted shares of Issuer Common Stock for no consideration.
|
|
·
|
The Reporting Person tendered options to purchase 810,000 shares of Issuer Common Stock in consideration
of a cash payment of $456,300.00.
|
|
·
|
The Reporting Person sold 930,889 shares of Issuer Common Stock for a price of $2.45 per share.
|
(e) The
Reporting Person ceased to be the beneficial owner of more than five percent of Issuer Common Stock on April 18, 2019.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: April 22, 2019
|
/s/ Thomas M. Patton
|
|
Thomas M. Patton
|
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