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
MedAire, Inc. [ MDE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/18/2008 | ||||||||||||||||||||||||||
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, $0.001 par value per share | 03/18/2008 | P | 700,000 | A | $1.1049 | 700,000 | D | |||
Common Stock, $0.001 par value per share | 03/18/2008 | P | 700,000 | A | $1.1049 | 54,846,188 | I(1)(2) | See Footnotes (1) & (2) |
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 |
Explanation of Responses: |
1. Best Dynamic Services Limited, along with Excellus Investments Pte Ltd., Gaelic, LLC, and Joan Sullivan Garrett previously contributed their respective shares of MedAire, Inc., common stock, $0.001 par value per share, into Procuro, Inc., a Nevada corporation held by the above parties, as capital contribution in exchange for shares of Procuro, Inc., common stock, $0.001 par value per share. The amount of securities reported to be beneficially held here include the amounts held directly by Best Dynamic Services Limited. |
2. Best Dynamic Services Limited is a wholly-owned subsidiary of Blue Cross Travel Services B.V., which is a wholly-owned subsidiary of International SOS (EMEA) Holdings, N.V., which is a wholly-owned subsidiary of AEA International Holdings Limited. Excellus Investments Pte Ltd. is a wholly-owned subsidiary of AEA International Holdings Limited. Arnaud P.A. Vaissie, Pascal M.G. Rey-Herme, and Laurent Sabourin, collectively, have investment and voting power with respect to the securities of AEA International Holdings Limited and may be deemed to indirectly beneficially own the securities held by Best Dynamic Services Limited. Each such party disclaims any beneficial ownership of any of the securities to which this report relates except to the extent of each such party's indirect pecuniary interest in such securities. |
Best Dynamic Services Limited; By: /s/ Laurent Sabourin, Director | 03/19/2008 | |
Excellus Investments Pte Ltd.; By: /s/ Laurent Sabourin, Director | 03/19/2008 | |
Blue Cross Travel Services B.V.; By: /s/ Laurent Sabourin, Managing Director | 03/19/2008 | |
International SOS (EMEA) Holdings N.V.; By: /s/ Laurent Sabourin, Managing Director | 03/19/2008 | |
AEA International Holdings Limited; By: /s/ Laurent Sabourin, Director | 03/19/2008 | |
/s/ Arnaud P.A. Vaissie | 03/19/2008 | |
/s/ Pascal M.G. Rey-Herme | 03/19/2008 | |
/s/ Laurent Sabourin | 03/19/2008 | |
** 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. |