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
MINRAD INTERNATIONAL, INC. [ BUF ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/22/2005 | ||||||||||||||||||||||||||
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 |
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 R Warrants | $3.85 | 06/22/2005 | P | 62,500 | (1) | 06/08/2008 | Common Stock | 62,500 | (2) | 3,447,129 | I | See footnote(3) | |||
Series A Convertible Preferred Stock | $2 | 06/22/2005 | P | 250 | (4) | 06/08/2009 | Common Stock | 125,000 | (2) | 3,447,379 | I | See footnote(5) | |||
Series A Convertible Preferred Stock | $2 | 11/22/2006 | C | 250 | (4) | 06/08/2009 | Common Stock | 125,000 | $0 | 3,447,129 | I | See footnote(6) | |||
Series R Warrants | $3.85 | 06/25/2007 | X | 62,500 | (1) | 06/08/2008 | Common Stock | 62,500 | $0 | 3,384,629 | I | See footnote(7) |
Explanation of Responses: |
1. The warrants were exercisable at any time. |
2. Pursuant to that certain Securities Purchase Agreement, by and among the Issuer and certain investors, dated June 8, 2005, Spencer Trask Illumination Fund LLC ("STI") purchased Series R Warrants and Convertible Preferred Stock ("Preferred Stock") for an aggregate purchase price of $250,000. |
3. Of this total: Spencer Trask Enterprise Portfolio LLC, a Delaware limited liability company ("STEP") directly owns the warrants to purchase up to 3,384,629 shares of common stock of the Issuer ("Common Stock"); STI owns the warrants to purchase up to 62,500 shares of Common Stock. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
4. The Preferred Stock was convertible into Common Stock at any time. |
5. Of this total: STEP directly owns the warrants to purchase up to 3,384,629 shares of Common Stock; and STI owns the warrants to purchase up to 62,500 shares of Common Stock and the 250 shares of Preferred Stock. The Reporting Person disclaims beneficial ownership of these securities except to the extent to his pecuniary interest therein. |
6. Of this total: STEP directly owns the warrants to purchase up to 3,384,629 shares of Common Stock; and STI owns the warrants to purchase up to 62,500 shares of Common Stock. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
7. Of the total: STEP directly owns the warrants to purchase up to 3,384,629 shares of Common Stock. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. |
/s/ Kevin B. Kimberlin | 06/11/2008 | |
** 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. |