Sec Form 3 Filing - SGR Sagittarius Holding AG @ ConforMIS Inc - 2015-06-30

Insider filing report for Changes in Beneficial Ownership
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FORM 3
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
SGR Sagittarius Holding AG
2. Issuer Name and Ticker or Trading Symbol
ConforMIS Inc [ CFMS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
BRUGGLISTRASSE 2
3. Date of Earliest Transaction (MM/DD/YY)
06/30/2015
(Street)
ALTENDORF, SWITZERLAND8852
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 ) ( 1 ) ( 1 ) Common Stock 557,617 D
Series C Preferred Stock ( 2 ) ( 2 ) ( 2 ) Common Stock 178,571 D
Series D Preferred Stock ( 3 ) ( 3 ) ( 3 ) Common Stock 1,176,089 D
Series D Preferred Stock Warrant (right to buy) ( 4 ) ( 4 ) ( 4 ) Series D Preferred Stock 208,333 ( 4 ) D
Series D Preferred Stock Warrant (right to buy) ( 5 ) ( 5 ) ( 5 ) Series D Preferred Stock 208,333 ( 5 ) D
Series D Preferred Stock Warrant (right to buy) ( 6 ) ( 6 ) ( 6 ) Series D Preferred Stock 100,000 ( 6 ) D
Series D Preferred Stock Warrant (right to buy) ( 7 ) ( 7 ) ( 7 ) Series D Preferred Stock 66,666 ( 7 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SGR Sagittarius Holding AG
BRUGGLISTRASSE 2
ALTENDORF, SWITZERLAND8852
X
Signatures
/s/ Martin Hess, Director 06/30/2015
Signature of Reporting Person Date
/s/ Sonja Frech, Director 06/30/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Series B Preferred Stock is convertible into Common Stock on a two-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
( 2 )The Series C Preferred Stock is convertible into Common Stock on a two-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
( 3 )The Series D Preferred Stock is convertible into Common Stock on a two-for-one basis into the number of shares of Common Stock as shown in column 3 at any time at the holder's election, and automatically upon the closing of the Issuer's initial public offering, and has no expiration date.
( 4 )The Series D Preferred Stock Warrants are exercisable for such shares of Series D Preferred Stock at an exercise price of $6.00 per share. Upon the closing of the Issuer's initial public offering, the Warrants will automatically become exercisable for 104,166 shares of Common Stock at an exercise price of $12.00 per share. The Warrants are exercisable at any time at the holder's election prior to the earlier of December 31, 2016 or the occurrence of a merger, consolidation or sale of substantially all of the assets of the Issuer.
( 5 )The Series D Preferred Stock Warrants are exercisable for such shares of Series D Preferred Stock at an exercise price of $6.00 per share. Upon the closing of the Issuer's initial public offering, the Warrants will automatically become exercisable for 104,166 shares of Common Stock at an exercise price of $12.00 per share. The Warrants are exercisable at any time at the holder's election prior to the earlier of December 31, 2016 or the occurrence of a merger, consolidation or sale of substantially all of the assets of the Issuer.
( 6 )The Series D Preferred Stock Warrants are exercisable for such shares of Series D Preferred Stock at an exercise price of $6.00 per share. Upon the closing of the Issuer's initial public offering, the Warrants will automatically become exercisable for 50,000 shares of Common Stock at an exercise price of $12.00 per share. The Warrants are exercisable at any time at the holder's election prior to the earlier of December 31, 2016 or the occurrence of a merger, consolidation or sale of substantially all of the assets of the Issuer.
( 7 )The Series D Preferred Stock Warrants are exercisable for such shares of Series D Preferred Stock at an exercise price of $6.00 per share. Upon the closing of the Issuer's initial public offering, the Warrants will automatically become exercisable for 33,333 shares of Common Stock at an exercise price of $12.00 per share. The Warrants are exercisable at any time at the holder's election prior to the earlier of December 31, 2016 or the occurrence of a merger, consolidation or sale of substantially all of the assets of the Issuer.

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