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).         
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 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Thomas, McNerney & Partners II L.P. 		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)
(Last)          (First)          (Middle)

C/O JAMES THOMAS, 263 TRESSER BOULEVARD, 9TH FLOOR 		3. Date of Earliest Transaction (MM/DD/YYYY)

4/18/2019
(Street)

STAMFORD, CT 06901
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/18/2019     C    6802834   A $2.389   (1) 8393871   D  
 
Common Stock   4/18/2019     C    24125   A $2.389   (2) 30063   I   by TMP Associates II LP  
Common Stock   4/18/2019     C    71075   A $2.389   (3) 79100   I   by TMP Nominee II, LLC  
Common Stock   4/18/2019     C    3906315   A $2.389   (4) 12300186   D  
 
Common Stock   4/18/2019     C    13881   A $2.389   (5) 43944   I   by TMP Associates II LP  
Common Stock   4/18/2019     C    40772   A $2.389   (6) 119872   I   by TMP Nominee II, LLC  
Common Stock   4/18/2019     D    12300186   D $2.45   (7) 0   D  
 
Common Stock   4/18/2019     D    43944   D $2.45   (7) 0   I   by TMP Associates II LP  
Common Stock   4/18/2019     D    119872   D $2.45   (7) 0   I   by TMP Nominee II, LLC  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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) 4/18/2019     C         94182      (1)   (1) Common Stock   6802834   $0   0   D  
 
Series A Convertible Preferred Stock     (2) 4/18/2019     C         334      (2)   (2) Common Stock   24125   $0   0   I   by TMP Associates II LP  
Series A Convertible Preferred Stock     (3) 4/18/2019     C         984      (3)   (3) Common Stock   71075   $0   0   I   by TMP Nominee II, LLC  
Series A Exchangeable Preferred Stock     (4) 4/18/2019     C         53748      (4)   (4) Common Stock   3906315   $0   0   D  
 
Series A Exchangeable Preferred Stock     (5) 4/18/2019     C         191      (5)   (5) Common Stock   13881   $0   0   I   by TMP Associates II LP  
Series A Exchangeable Preferred Stock     (6) 4/18/2019     C         561      (6)   (6) Common Stock   40772   $0   0   I   by TMP Nominee II, LLC  

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Thomas, McNerney & Partners II L.P.
C/O JAMES THOMAS
263 TRESSER BOULEVARD, 9TH FLOOR
STAMFORD, CT 06901
X

Thomas, McNerney & Partners II, LLC
C/O JAMES THOMAS
263 TRESSER BOULEVARD, 9TH FLOOR
STAMFORD, CT 06901
X

TMP Associates II LP
C/O JAMES THOMAS
263 TRESSER BOULEVARD, 9TH FLOOR
STAMFORD, CT 06901
X

TMP Nominee II, LLC
C/O JAMES THOMAS
263 TRESSER BOULEVARD, 9TH FLOOR
STAMFORD, CT 06901
X


Signatures
Thomas, McNerney & Partners II, L.P. By: Thomas, McNerney & Partners II, LLC, its General Partner By: /s/James E. Thomas, Manager 4/22/2019
** Signature of Reporting Person Date

Thomas, McNerney & Partners II, LLC, By: /s/James E. Thomas, Manager 4/22/2019
** Signature of Reporting Person Date

TMP Associates II, L.P. By: Thomas, McNerney & Partners II, LLC, its General Partner By: /s/James E. Thomas, Manager 4/22/2019
** Signature of Reporting Person Date

TMP Nominee II, LLC By: /s/James E. Thomas, Manager 4/22/2019
** 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 4(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 control number.
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