FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TRANS1 INC [ TSON ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/22/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 10/22/2007 | C | 1,588,090 | A | (1) | 1,588,090 | I(2) | By Sapient Capital, L.P. | ||
Common Stock | 10/22/2007 | A | 25,000(3) | A | $15(4) | 1,613,090 | I(2) | By Sapient Capital, L.P. |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | (5) | 10/22/2007 | C | 393,750 | (5) | (1) | Common Stock | 393,750 | (1) | 0 | I(2) | By Sapient Capital, L.P. | |||
Series AA Convertible Preferred Stock | (5) | 10/22/2007 | C | 540,000 | (5) | (1) | Common Stock | 540,000 | (1) | 0 | I(2) | By Sapient Capital, L.P. | |||
Series B Convertible Preferred Stock | (5) | 10/22/2007 | C | 409,090 | (5) | (1) | Common Stock | 409,090 | (1) | 0 | I(2) | By Sapient Capital, L.P. | |||
Series C Convertible Preferred Stock | (5) | 10/22/2007 | C | 245,250 | (5) | (1) | Common Stock | 245,250 | (1) | 0 | I(2) | By Sapient Capital, L.P. |
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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Explanation of Responses: |
1. Not applicable. |
2. The reported securities are owned directly by Sapient Capital, L.P. and indirectly by Sapient Capital Management, L.P., as general partner of Sapient Capital, L.P. and Sapient Capital Management, L.L.C., as general partner of Sapient Capital Management, L.P., and Mitchell Dann, a director of the Issuer, as a managing member of Sapient Capital Management, L.L.C. Each of Sapient Capital Management, L.P., Sapient Capital Management, L.L.C. and Mitchell Dann disclaims beneficial ownership of these securities except to the extent of their respective pecunairy interest therein. |
3. This amount represents the number of shares purchased by the Reporting Persons in the Issuer's initial public offering of common stock. |
4. This amount reflects the purchase price of the common stock in the Issuer's initial public offering. |
5. The reported securities automatically converted into shares of Common Stock on a 1-for-1 basis immediately prior to the closing of the Issuer's initial public offering on October 22, 2007. |
Remarks: |
The Date of Event is based upon the closing date of the Issuer's initial public offering of common stock. See Exhibit 99.1 - Joint Filer Information. EXHIBIT LIST: Exhibit 99.1 - Joint Filer Information |
/s/ Mitchell Dann | 10/22/2007 | |
Mitchell Dann | 10/22/2007 | |
Mitchell Dann | 10/22/2007 | |
** 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 Number. |