Sec Form 4 Filing - Thomas, McNerney & Partners II L.P. @ CAS MEDICAL SYSTEMS INC - 2019-04-18

FORM 4 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 Thomas, McNerney & Partners II L.P. 2. Issuer Name and Ticker or Trading Symbol CAS MEDICAL SYSTEMS INC [ CASM] 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) C/O JAMES THOMAS, 263 TRESSER BOULEVARD, 9TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 04/18/2019 (Street) STAMFORD, CT06901 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Common Stock 04/18/2019 C 6,802,834 A $ 2.389 ( 1 ) 8,393,871 D Common Stock 04/18/2019 C 24,125 A $ 2.389 ( 2 ) 30,063 I by TMP Associates II LP Common Stock 04/18/2019 C 71,075 A $ 2.389 ( 3 ) 79,100 I by TMP Nominee II, LLC Common Stock 04/18/2019 C 3,906,315 A $ 2.389 ( 4 ) 12,300,186 D Common Stock 04/18/2019 C 13,881 A $ 2.389 ( 5 ) 43,944 I by TMP Associates II LP Common Stock 04/18/2019 C 40,772 A $ 2.389 ( 6 ) 119,872 I by TMP Nominee II, LLC Common Stock 04/18/2019 D 12,300,186 D $ 2.45 ( 7 ) 0 D Common Stock 04/18/2019 D 43,944 D $ 2.45 ( 7 ) 0 I by TMP Associates II LP Common Stock 04/18/2019 D 119,872 D $ 2.45 ( 7 ) 0 I by TMP Nominee II, LLC

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 A Convertible Preferred Stock ( 1 ) 04/18/2019 C 94,182 ( 1 ) ( 1 ) Common Stock 6,802,834 $ 0 0 D Series A Convertible Preferred Stock ( 2 ) 04/18/2019 C 334 ( 2 ) ( 2 ) Common Stock 24,125 $ 0 0 I by TMP Associates II LP Series A Convertible Preferred Stock ( 3 ) 04/18/2019 C 984 ( 3 ) ( 3 ) Common Stock 71,075 $ 0 0 I by TMP Nominee II, LLC Series A Exchangeable Preferred Stock ( 4 ) 04/18/2019 C 53,748 ( 4 ) ( 4 ) Common Stock 3,906,315 $ 0 0 D Series A Exchangeable Preferred Stock ( 5 ) 04/18/2019 C 191 ( 5 ) ( 5 ) Common Stock 13,881 $ 0 0 I by TMP Associates II LP Series A Exchangeable Preferred Stock ( 6 ) 04/18/2019 C 561 ( 6 ) ( 6 ) Common Stock 40,772 $ 0 0 I by TMP Nominee II, LLC

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Thomas, McNerney & Partners II L.P. C/O JAMES THOMAS 263 TRESSER BOULEVARD, 9TH FLOOR STAMFORD, CT06901 X Thomas, McNerney & Partners II, LLC C/O JAMES THOMAS 263 TRESSER BOULEVARD, 9TH FLOOR STAMFORD, CT06901 X TMP Associates II LP C/O JAMES THOMAS 263 TRESSER BOULEVARD, 9TH FLOOR STAMFORD, CT06901 X TMP Nominee II, LLC C/O JAMES THOMAS 263 TRESSER BOULEVARD, 9TH FLOOR STAMFORD, CT06901 X Signatures Thomas, McNerney & Partners II, L.P. By: Thomas, McNerney & Partners II, LLC, its General Partner By: /s/James E. Thomas, Manager 04/22/2019 Signature of Reporting Person Date Thomas, McNerney & Partners II, LLC, By: /s/James E. Thomas, Manager 04/22/2019 Signature of Reporting Person Date TMP Associates II, L.P. By: Thomas, McNerney & Partners II, LLC, its General Partner By: /s/James E. Thomas, Manager 04/22/2019 Signature of Reporting Person Date TMP Nominee II, LLC By: /s/James E. Thomas, Manager 04/22/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person converted 94,182 shares of Series A Convertible Preferred Stock on April 18, 2019, resulting in its acquisition of 6,802,834 shares of common stock. The Series A Convertible Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date. ( 2 )The reporting person converted 334 shares of Series A Convertible Preferred Stock on April 18, 2019, resulting in its acquisition of 24,125 shares of common stock. The Series A Convertible Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date. ( 3 )The reporting person converted 984 shares of Series A Convertible Preferred Stock on April 18, 2019, resulting in its acquisition of 71,075 shares of common stock. The Series A Convertible Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date. ( 4 )The reporting person converted 53,748 shares of Series A Exchangeable Preferred Stock on April 18, 2019, resulting in its acquisition of 3,906,315 shares of common stock. The Series A Exchangeable Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date. ( 5 )The reporting person converted 191 shares of Series A Exchangeable Preferred Stock on April 18, 2019, resulting in its acquisition of 13,881 shares of common stock. The Series A Exchangeable Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date. ( 6 )The reporting person converted 561 shares of Series A Exchangeable Preferred Stock on April 18, 2019, resulting in its acquisition of 40,772 shares of common stock. The Series A Exchangeable Preferred Stock was convertible into common stock at any time by converting the accreted value thereof into common stock at a conversion price of $2.389 per share, and had no expiration date. ( 7 )Each issued and outstanding share of common stock was, as a result of the consummation of the merger contemplated by the Agreement and Merger by and among CAS Medical Systems, Inc., Edwards Lifesciences Holding, Inc. and Crown Merger Sub, Inc., dated as of February 11, 2019 (the "Merger Agreement"), canceled in exchange for the right to receive a per share amount equal to $2.45 in cash without interest.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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