13D Filing: Thomas M Patton and Cas Medical Systems Inc (NASDAQ:CASM)

Page 4 of 5 – SEC Filing

CUSIP No. 124769 20 9
13D
Page 4 of 5 Pages
Item 5 – Interest in Securities of the Issuer
The Reporting Person beneficially owns 1,623,389 shares of Common Stock of the Issuer (consisting of 948,389 shares of Common Stock and options to purchase 675,000 shares of Common Stock which are vested or will vest within 60 days of March 31, 2017), constituting beneficial ownership of 5.6% of the Issuer common stock as of March 15, 2017. Such beneficial ownership amount is subject to increase from time to time based on the ongoing vesting of outstanding stock options granted under the Issuer’s stock incentive plans.
The Reporting Person has sole voting and dispositive power with respect to the indicated shares of Common Stock.
The Reporting Person has not engaged in any transactions in shares of the Common Stock during the past 60 days; other than receipt of a grant pursuant to the Issuer’s 2011 Equity Incentive Plan of 74,212 shares of common stock from the Issuer on March 10, 2017 in lieu of a cash bonus.
Item 6 – Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
The Reporting Person’s options to purchase 675,000 shares of Common Stock which are vested or will vest within 60 days of March 31, 2017 are derived from the following option grants, each of which has a ten-year term from the date of grant: (i) option granted August 26, 2010 to purchase 350,000 shares of Common Stock at $2.10 per share (fully vested); (ii) option granted December 8, 2011 to purchase 100,000 shares of Common Stock at $1.69 per share (fully vested); (iii) option granted December 17, 2012 to purchase 100,000 shares of Common Stock at $2.18 per share (fully vested); (iv) option granted December 16, 2013 to purchase 100,000 shares of Common Stock at $1.87 per share (vesting in four equal annual installments from the date of grant – currently options to purchase 75,000 of such shares are vested); (v) option granted December 18, 2014 to purchase 100,000 shares of Common Stock at $1.79 per share (vesting in four equal annual installments from the date of grant – currently options to purchase 50,000 of such shares are vested).
Item 7 – Material to be Filed as Exhibits
Exhibit No.
Exhibit Name
1.
Form of Option Agreement (1)
2.
Inducement Non-Qualified Stock Option Agreement with Thomas M. Patton dated August 27, 2010 (2)
3.
Inducement Restricted Stock Agreement between CAS Medical Systems, Inc. and Thomas M. Patton dated August 27, 2010 (2)
4.
Inducement Restricted Stock Agreement between CAS Medical Systems, Inc. and Thomas M. Patton dated August 27, 2010 (2)
___________________________
(1) Incorporated by reference to the Company’s Form 10-KSB filed March 31, 2005
(2) Incorporated by reference to the Company’s Form 8-K filed August 27, 2010

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