13D Filing: Thomas M Patton and Cas Medical Systems Inc (NASDAQ:CASM)

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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

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SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Name of Issuer)

Common Stock, par value $0.004 per share

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(Title of Class of Securities)

124769 20 9

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(CUSIP Number)

Mr. Thomas M. Patton

c/o CAS Medical Systems, Inc.

44 East Industrial Road

Branford, CT 06405

Telephone: 203-488-6056

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(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 10, 2017

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(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d‑1(e), 13d-1(f) or 13d-1(g), check the following box ☐.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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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.

The Reporting Person beneficially owns 1,623,389 shares of Common Stock of the Issuer (consisting of 948,389 shares of Common Stock and options to purchase 675,000 shares of Common Stock which are vested or will vest within 60 days of March 31, 2017), constituting beneficial ownership of 5.6% of the Issuer common stock as of March 15, 2017. Such beneficial ownership amount is subject to increase from time to time based on the ongoing vesting of outstanding stock options granted under the Issuer’s stock incentive plans.

The Reporting Person has sole voting and dispositive power with respect to the indicated shares of Common Stock.

The Reporting Person has not engaged in any transactions in shares of the Common Stock during the past 60 days; other than receipt of a grant pursuant to the Issuer’s 2011 Equity Incentive Plan of 74,212 shares of common stock from the Issuer on March 10, 2017 in lieu of a cash bonus.

The Reporting Person’s options to purchase 675,000 shares of Common Stock which are vested or will vest within 60 days of March 31, 2017 are derived from the following option grants, each of which has a ten-year term from the date of grant: (i) option granted August 26, 2010 to purchase 350,000 shares of Common Stock at $2.10 per share (fully vested); (ii) option granted December 8, 2011 to purchase 100,000 shares of Common Stock at $1.69 per share (fully vested); (iii) option granted December 17, 2012 to purchase 100,000 shares of Common Stock at $2.18 per share (fully vested); (iv) option granted December 16, 2013 to purchase 100,000 shares of Common Stock at $1.87 per share (vesting in four equal annual installments from the date of grant – currently options to purchase 75,000 of such shares are vested); (v) option granted December 18, 2014 to purchase 100,000 shares of Common Stock at $1.79 per share (vesting in four equal annual installments from the date of grant – currently options to purchase 50,000 of such shares are vested).