Page 3 of 5 – SEC Filing
| CUSIP No. 124769 20 9 | 13D | Page 3 of 5 Pages |
Item 1. Security and Issuer
This Schedule 13D (this “Schedule 13D”) relates to the shares of common stock, par value $0.004 (the “Common Stock”) of CAS Medical Systems, Inc. (the “Issuer”), whose principal executive offices are located at 44 East Industrial Road, Branford, CT 06405.
Item 2. Identity and Background
The person filing this Schedule 13D is Thomas M. Patton (the “Reporting Person”). The Reporting Person is the President and Chief Executive Officer and a Director of the Issuer. The Reporting Person’s business address is: c/o CAS Medical Systems, Inc., 44 East Industrial Road, Branford, CT 06405. During the last five years, the Reporting Person has not (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The shares beneficially owned by the Reporting Person consist of: (i) 191,677 shares purchased in the open market with personal funds of the Reporting Person; (ii) 724,212 shares received through restricted and other stock grants from the Issuer; (iii) 675,000 shares issuable upon exercise of stock options vested at March 31, 2017 or vesting within 60 days thereafter; and (iv) 32,500 shares held in a relative’s IRA over which the Reporting Person has voting and dispositive power.
Item 4 – Purpose of Transaction
The Reporting Person originally purchased or otherwise acquired the shares or options to purchase shares of Common Stock reported herein for investment, or in the case of equity-linked grants received from the Issuer, compensatory, purposes. The Reporting Person may acquire additional shares of Common Stock from time to time, in open market purchase, negotiated transactions or otherwise, and may sell any or all of such shares of Common Stock from time to time. As a director and executive officer of the Issuer, the Reporting Person may also receive grants of equity securities from time to time under the Issuer’s stock incentive plans.
The Reporting Person does not, in such capacity, have present plans or proposals that relate to or would result in any of the following (although the Reporting Person reserves the right to develop such plans or proposals or any other plans relating to the Issuer and to take action with respect thereto): (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer’s business or corporate structure; (g) changes in the Issuer’s certificate of incorporation, bylaws, or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or (j) any action similar to any of those enumerated above.
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