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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Warrants | $ 5.71 | 02/25/2009 | J(2) | 803,401 | 02/25/2009 | 02/24/2014 | Common Stock | 803,401 (3) | (2) | 803,401 | I | See Footnotes (1) (3) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
MAVERICK CAPITAL LTD 300 CRESCENT COURT 18TH FLOOR DALLAS, TX 75201 |
X | |||
MAVERICK CAPITAL MANAGEMENT LLC 300 CRESCENT COURT 18TH FLOOR DALLAS, TX 75201 |
X | |||
AINSLIE LEE S III 767 FIFTH AVENUE, 11TH FLOOR NEW YORK, NY 10153 |
X |
/s/ John T. McCafferty, Attorney-in-Fact | 02/25/2009 | |
**Signature of Reporting Person | Date | |
/s/ John T. McCafferty, Attorney-in-Fact | 02/25/2009 | |
**Signature of Reporting Person | Date | |
/s/ John T. McCafferty, Attorney-in-Fact | 02/25/2009 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Maverick Capital, Ltd. ("Maverick Capital") is a registered investment adviser under the Investment Advisers Act of 1940, as amended and acts as the investment manager for each of the portfolio funds that directly hold the reported securities. Maverick Capital Management, LLC ("Maverick") is the general partner of Maverick Capital. Lee S. Ainslie III is the manager of Maverick who is granted sole investment decision pursuant to Maverick's limited liability company regulations. Each reporting owner disclaims beneficial ownership of the reported securities except to the extent of pecuniary interest therein. |
(2) | Pursuant to the merger agreement between Replidyne, Inc., Responder Merger Sub, Inc. and the issuer, dated November 3, 2008, (the "Merger Agreement"), the holders of approximately 68% of the outstanding preferred stock of the issuer entered into an Agreement to Convert and Amendment to the Investor's Rights Agreement, dated November 3, 2008 (the "Conversion Agreement"). In the Conversion Agreement, the holders of the preferred stock of the issuer agreed that, immediately prior to the effective time of the merger (i) they will relinquish certain rights with respect to the preferred stock and (ii) they will convert all shares of preferred stock into shares of common stock of the issuer. The Warrants were issued pro rata to each preferred stockholder, based upon the percentage of preferred stock held, in consideration for their obligations under the Conversion Agreement. |
(3) | Warrants to acquire 353,329 shares of Common Stock are held by Maverick Fund L.D.C.; Warrants to acquire 142,646 shares of Common Stock are held by Maverick Fund USA, Ltd.; and Warrants to acquire 307,426 shares of Common Stock are held by Maverick Fund II, Ltd. |