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*
Spragens Jeffrey G

(Last) (First) (Middle)
4400 BISCAYNE BLVD

(Street)
MIAMI FL 33137

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SafeStitch Medical, Inc. [ SFES.OB ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/22/2013
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)
Code V Amount (A) or (D) Price
Common Stock 03/22/2013 P 400,000(1) A $0.25 2,545,285 D
Common Stock 562,818 I Held by Joy Fowler Spragens Family Trust(2)
Common Stock 571,015 I Held by RSLS Investments LLC(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrants $0.33 03/22/2013 P 200,000(1) 03/22/2013 03/22/2018 Common Stock 200,000 $0.00(1) 0 D
Explanation of Responses:
1. On March 22, 2013, the issuer sold and issued to Jeffrey Spragens, in a privately negotiated transaction pursuant to a stock purchase agreement, an aggregate of 400,000 shares of the issuer's common stock at a purchase price of $0.25 per share and warrants to purchase an additional 200,000 shares of the issuer's common stock with a warrant exercise price of $0.33 per share.
2. The Joy Fowler Spragens Trust is an irrevocable trust established by Mr. Spragens' spouse for the benefit of her descendants and relatives who are unrelated to Mr. Spragens. Mr. Spragens disclaims any beneficial ownership of these shares.
3. RSLS Investments LLC is 100% owned by Mr. Spragens' adult children. Although Mr. Spragens is the manager of RSLS Investments LLC, he disclaims any beneficial ownership of these shares.
Remarks:
/s/ Jeffrey G. Spragens 03/26/2013
** 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).
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