SEC FORM 4

SEC Form 4

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^*

Muhlenbeck Frank

(Last)

(First)

(Middle)

C/O CONFORMIS, INC.

28 CROSBY DRIVE

(Street)

BEDFORD

01730

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ConforMIS Inc [ CFMS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/07/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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. 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/07/2015		C		1,200,875	A	⁽¹⁾	1,200,875	I	See footnote.⁽²⁾
Common Stock	07/07/2015		C		1,912,227	A	⁽¹⁾	1,912,227	I	See footnote.⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Preferred Stock	⁽¹⁾	07/07/2015		C			1,115,234	⁽¹⁾	⁽¹⁾	Common Stock	557,617	$0.00	0	I	See footnote. (3)
Series C Preferred Stock	⁽¹⁾	07/07/2015		C			357,142	⁽¹⁾	⁽¹⁾	Common Stock	178,571	$0.00	0	I	See footnote. (3)
Series D Preferred Stock	⁽¹⁾	07/07/2015		C			1,353,799	⁽¹⁾	⁽¹⁾	Common Stock	676,899	$0.00	0	I	See footnote. (2)
Series D Preferred Stock	⁽¹⁾	07/07/2015		C			2,352,179	⁽¹⁾	⁽¹⁾	Common Stock	1,176,089	$0.00	0	I	See footnote. (3)
Series E-1 Preferred Stock	⁽¹⁾	07/07/2015		C			375,000	⁽¹⁾	⁽¹⁾	Common Stock	187,500	$0.00	0	I	See footnote. (2)
Series E-2 Preferred Stock	⁽¹⁾	07/07/2015		C			672,952	⁽¹⁾	⁽¹⁾	Common Stock	336,476	$0.00	0	I	See footnote. (2)
Series D Preferred Stock Warrant (right to buy)	⁽⁴⁾	07/07/2015		C			208,333⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Series D Preferred Stock	208,333⁽⁴⁾	$0.00	0	I	See footnote. (3)
Series D Preferred Stock Warrant (right to buy)	⁽⁵⁾	07/07/2015		C			208,333⁽⁵⁾	⁽⁵⁾	⁽⁵⁾	Series D Preferred Stock	208,333⁽⁵⁾	$0.00	0	I	See footnote. (3)
Series D Preferred Stock Warrant (right to buy)	⁽⁶⁾	07/07/2015		C			100,000⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Series D Preferred Stock	100,000⁽⁶⁾	$0.00	0	I	See footnote.⁽³⁾
Series D Preferred Stock Warrant (right to buy)	⁽⁷⁾	07/07/2015		C			83,333⁽⁷⁾	⁽⁷⁾	⁽⁷⁾	Series D Preferred Stock	83,333⁽⁷⁾	$0.00	0	I	See footnote.⁽²⁾
Series D Preferred Stock Warrant (right to buy)	⁽⁸⁾	07/07/2015		C			66,666⁽⁸⁾	⁽⁸⁾	⁽⁸⁾	Series D Preferred Stock	66,666⁽⁸⁾	$0.00	0	I	See footnote.⁽³⁾
Common Stock Warrant (right to buy)	$12⁽⁴⁾	07/07/2015		C		104,166		⁽⁴⁾	⁽⁴⁾	Common Stock	104,166	$0.00	104,166	I	See footnote.⁽³⁾
Common Stock Warrant (right to buy)	$12⁽⁵⁾	07/07/2015		C		104,166		⁽⁵⁾	⁽⁵⁾	Common Stock	104,166	$0.00	208,332	I	See footnote.⁽³⁾
Common Stock Warrant (right to buy)	$12⁽⁶⁾	07/07/2015		C		50,000		⁽⁶⁾	⁽⁶⁾	Common Stock	50,000	$0.00	258,332	I	See footnote.⁽³⁾
Common Stock Warrant (right to buy)	$12⁽⁷⁾	07/07/2015		C		41,666		⁽⁷⁾	⁽⁷⁾	Common Stock	41,666	$0.00	41,666	I	See footnote.⁽²⁾
Common Stock Warrant (right to buy)	$12⁽⁸⁾	07/07/2015		C		33,333		⁽⁸⁾	⁽⁸⁾	Common Stock	33,333	$0.00	291,665	I	See footnote.⁽³⁾

Explanation of Responses:

1. The Series B, C, D, E-1 and E-2 Preferred Stock converted into Common Stock on a two-for-one basis upon the closing of the Issuer's initial public offering without the payment of consideration. The Series B, C, D, E-1 and E-2 Preferred Stock were convertible at any time at the holder's election and automatically upon the closing of the Issuer's initial public offering, and had no expiration date.

2. The securities are directly held by aeris CAPITAL Archer L.P. The Reporting Person is a managing director of an entity that acts as an investment advisor to aeris CAPITAL Archer Ltd. (the general partner of aeris CAPITAL Archer L.P.) and disclaims beneficial ownership of all shares except to the extent of any pecuniary interest he may have therein.

3. The securities are directly held by SGR Sagittarius Holding AG. The Reporting Person is a managing director of an entity that acts as an investment advisor to SGR Sagittarius Holding AG and disclaims beneficial ownership of all shares except to the extent of any pecuniary interest he may have therein.

4. The Series D Preferred Stock Warrants were exercisable for 208,333 shares of Series D Preferred Stock at an exercise price of $6.00 per share. Upon the closing of the Issuer's initial public offering, the Warrants automatically became exercisable for 104,166 shares of Common Stock at an exercise price of $12.00 per share. The Warrants are exercisable at any time at the holder's election prior to the earlier of December 31, 2016 or the occurrence of a merger, consolidation or sale of substantially all of the assets of the Issuer.

5. The Series D Preferred Stock Warrants were exercisable for 208,333 shares of Series D Preferred Stock at an exercise price of $6.00 per share. Upon the closing of the Issuer's initial public offering, the Warrants automatically became exercisable for 104,166 shares of Common Stock at an exercise price of $12.00 per share. The Warrants are exercisable at any time at the holder's election prior to the earlier of December 31, 2016 or the occurrence of a merger, consolidation or sale of substantially all of the assets of the Issuer.

6. The Series D Preferred Stock Warrants were exercisable for 100,000 shares of Series D Preferred Stock at an exercise price of $6.00 per share. Upon the closing of the Issuer's initial public offering, the Warrants automatically became exercisable for 50,000 shares of Common Stock at an exercise price of $12.00 per share. The Warrants are exercisable at any time at the holder's election prior to the earlier of December 31, 2016 or the occurrence of a merger, consolidation or sale of substantially all of the assets of the Issuer.

7. The Series D Preferred Stock Warrants were exercisable for 83,333 shares of Series D Preferred Stock at an exercise price of $6.00 per share. Upon the closing of the Issuer's initial public offering, the Warrants automatically became exercisable for 41,666 shares of Common Stock at an exercise price of $12.00 per share. The Warrants are exercisable at any time at the holder's election prior to the earlier of December 31, 2016 or the occurrence of a merger, consolidation or sale of substantially all of the assets of the Issuer.

8. The Series D Preferred Stock Warrants were exercisable for 66,666 shares of Series D Preferred Stock at an exercise price of $6.00 per share. Upon the closing of the Issuer's initial public offering, the Warrants automatically became exercisable for 33,333 shares of Common Stock at an exercise price of $12.00 per share. The Warrants are exercisable at any time at the holder's election prior to the earlier of December 31, 2016 or the occurrence of a merger, consolidation or sale of substantially all of the assets of the Issuer.

	/s/ Lan Marinelli, Attorney-in-Fact	07/08/2015
	** Signature of Reporting Person	Date
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