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 ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/06/2013 | ||||||||||||||||||||||||||
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, par value $0.001 per share | 12/06/2013 | C | 5,611,555 | A | (1) | 17,402,565(2) | I | See Footnote(3) |
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 B Preferred Stock | (1) | 12/06/2013 | C | 561,155.5 | (1) | (1) | Common Stock, par value $0.001 | 5,611,555 | $0.00 | 0 | I | See Footnote(3) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Shares of Series B Preferred Stock are convertible into Common Stock on a 10 for 1 basis at any time and have no expiration date. |
2. The reporting persons may be deemed to be members of a group beneficially owning 10% or more of the shares of common stock of the issuer ("Common Shares") within the meaning of Section 13(d) of the Securities Exchange Act of 1934. Except as set forth herein, the reporting persons disclaim beneficial ownership of all securities other than those reported herein, and this report shall not be deemed an admission that such a group exists or that the reporting persons are the beneficial owner of the securities of such group for purposes of Section 16 or any other purpose. |
3. StepStone Group Holdings LLC is the general partner of StepStone Group LP ("StepStone LP"), which is the sole member of StepStone PC GP, LLC ("StepStone PC"), which is the sole general partner of each of StepStone Pioneer Capital Buyout Fund II, L.P. ("StepStone Buyout"), StepStone Pioneer Capital II, L.P. ("StepStone Capital II") and StepStone-SYN Investments, L.L.L.P. ("StepStone SYN" and, together with StepStone Buyout and StepStone Capital II, the "StepStone Funds")). StepStone Buyout directly owns 83,037 Common Shares, StepStone Capital II directly owns 147,622 Common Shares and StepStone SYN owns 17,171,906 Common Shares. |
Remarks: |
Each of the StepStone Funds disclaims beneficial ownership of any Common Shares held by any other person. Each of StepStone Group Holding LLC, StepStone LP and StepStone PC disclaim beneficial ownership of any Common Shares beneficially held by the StepStone Funds except to the extent of their pecuniary interest in the StepStone Funds, if any. |
StepStone Group Holdings LLC, by its partner and general counsel, Jason Ment. /s/ Jason Ment | 12/10/2013 | |
StepStone Group LP, by its general partner StepStone Group Holdings LLC, by its partner and general counsel, Jason Ment. /s/ Jason Ment | 12/10/2013 | |
StepStone PC GP, LLC, by its sole member StepStone Group LP, by its general partner StepStone Group Holdings LLC, by its partner and general counsel, Jason Ment. /s/ Jason Ment | 12/10/2013 | |
Each StepStone Fund, by their respective general partner StepStone PC GP, LLC, by its sole member StepStone Group LP, by its general partner StepStone Group Holdings LLC, by its partner and general counsel, Jason Ment. /s/ Jason Ment | 12/10/2013 | |
** 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). | ||
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. |