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
SafeStitch Medical, Inc. [ SFES.OB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/10/2010 | ||||||||||||||||||||||||||
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 | 09/10/2010 | C | 477,209(1) | A | $1(1) | 1,837,209 | I | Hsu Gamma Investment, L.P.(2) | ||
Common Stock | 09/10/2010 | J(3) | 76,261(3) | A | $0.00(3) | 1,913,470 | I | Hsu Gamma Investment, L.P.(2) | ||
Common Stock | 2,803,965 | D |
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 | ||||||||
10% Series A Convertible Preferred Stock | $1(1) | 09/10/2010 | C | 447,500 | 01/12/2010 | (4) | Common Stock | 477,209(1) | $1 | 0 | I | Hsu Gamma Investment, L.P.(2) |
Explanation of Responses: |
1. The 10% Series A Convertible Preferred Stock was convertible into SafeStitch Medical, Inc. common stock at a price of $1.00 per share (equivalent to a conversion ratio of one share of common stock for each share of 10% Series A Convertible Preferred Stock, exclusive of accrued and unpaid dividends). The number of shares acquired includes 29,709 shares issued upon conversion of accrued and unpaid dividends. |
2. Dr. Hsiao is the general partner of Hsu Gamma Investment, L.P. and disclaims benenficial ownership in the shares held by such entity except to the extent of her pecuniary interest therein. |
3. Represents additional shares acquired by the Reporting Person pursuant to the Issuer's offer of additional shares of common stock to encourage holder-initiated conversion of 10% Series A Convertible Preferred Stock. |
4. The 10% Series A Convertible Preferred Stock has no expiration date. |
Remarks: |
/s/ Jane H. Hsiao | 09/13/2010 | |
** 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. |