| 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, 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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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
MEDecision, Inc. [ MEDE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 3. Date of Earliest Transaction
(Month/Day/Year)
12/18/2006 |
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year)
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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 | 08/11/2006 | C | 78,258 | A | $7.5 ( 1 ) | 78,258 | I | See Footnote ( 2 ) | ||
| Common Stock | 08/11/2006 | C | 48,881 | A | $2.26 ( 3 ) | 127,139 | I | See Footnote ( 2 ) | ||
| Common Stock | 12/18/2006 | C | 774,812 | A | $2.8 ( 4 ) | 901,951 | I | See Footnote ( 2 ) | ||
| Common Stock | 12/18/2006 | C | 109,600 | A | $7.5 ( 5 ) | 1,011,551 | I | See Footnote ( 2 ) | ||
| Common Stock | 12/18/2006 | C | 71,890 | A | $2.26 ( 6 ) | 1,083,441 | I | See Footnote ( 2 ) | ||
| Common Stock | 12/18/2006 | X | 30,000 | A | $1.8 | 1,113,441 | I | See Footnote ( 2 ) | ||
| Common Stock | 12/18/2006 | F | 5,400 | D | $10 | 1,108,041 | I | See Footnote ( 2 ) | ||
| Common Stock | 12/18/2006 | X | 7,500 | A | $1.8 | 1,115,541 | I | See Footnote ( 2 ) | ||
| Common Stock | 12/18/2006 | F | 1,350 | D | $10 | 1,114,191 | I | See Footnote ( 2 ) | ||
| Common Stock | 12/18/2006 | X | 12,000 | A | $1.8 | 1,126,191 | I | See Footnote ( 2 ) | ||
| Common Stock | 12/18/2006 | F | 2,160 | D | $10 | 1,124,031 | I | See Footnote ( 2 ) | ||
| Common Stock | 12/18/2006 | X | 10,500 | A | $1.8 | 1,134,531 | I | See Footnote ( 2 ) | ||
| Common Stock | 12/18/2006 | F | 1,890 | D | $10 | 1,132,641 | I | See Footnote ( 2 ) | ||
| Common Stock | 12/18/2006 | X | 9,000 | A | $1.8 | 1,141,641 | I | See Footnote ( 2 ) | ||
| Common Stock | 12/18/2006 | F | 1,620 | D | $10 | 1,140,021 | I | See Footnote ( 2 ) | ||
| Common Stock | 12/18/2006 | X | 6,000 | A | $1.8 | 1,146,021 | I | See Footnote ( 2 ) | ||
| Common Stock | 12/18/2006 | F | 1,080 | D | $10 | 1,144,941 | I | See Footnote ( 2 ) | ||
| Common Stock | 12/18/2006 | X | 6,000 | A | $7.76 | 1,150,941 | I | See Footnote ( 2 ) | ||
| Common Stock | 12/18/2006 | F | 4,656 | D | $10 | 1,146,285 | I | See Footnote ( 2 ) | ||
| Common Stock | 08/11/2006 | C | 84,779 | A | $7.5 ( 7 ) | 84,779 | I | See Footnote ( 8 ) | ||
| Common Stock | 08/11/2006 | C | 52,967 | A | $2.26 ( 9 ) | 137,746 | I | See Footnote ( 8 ) | ||
| Common stock | 12/18/2006 | C | 118,733 | A | $7.5 ( 5 ) | 256,479 | I | See Footnote ( 8 ) | ||
| Common Stock | 12/18/2006 | C | 77,899 | A | $2.26 ( 6 ) | 334,378 | I | See Footnote ( 8 ) | ||
| Common Stock | 12/18/2006 | S | 33,245 | D | $9.3 ( 10 ) | 301,133 | I | See Footnote ( 8 ) | ||
| Common Stock | 12/18/2006 | C | 235,812 | A | $2.8 ( 4 ) | 235,812 | I | See Footnote ( 11 ) | ||
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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 A Convertible Preferred Stock | $2.8 ( 4 ) | 12/18/2006 | C | 766,667 | ( 4 ) | ( 4 ) | Common Stock | 774,812 | $0 | 0 | I | See Footnote ( 2 ) | |||
| Series B Convertible Preferred Stock | $7.5 | 08/11/2006 | C | 79,915 | ( 1 ) | ( 1 ) | Common Stock | 78,258 ( 1 ) | $0 | 173,785 | I | See Footnote ( 2 ) | |||
| Series B Convertible Preferred Stock | $7.5 ( 5 ) | 12/18/2006 | C | 173,785 | ( 5 ) | ( 5 ) | Common Stock | 109,600 | $0 | 0 | I | See Footnote ( 2 ) | |||
| Series C Convertible Preferred Stock | $2.26 | 08/11/2006 | C | 66,117 | ( 3 ) | ( 3 ) | Common Stock | 48,881 ( 3 ) | $0 | 143,781 | I | See Footnote ( 2 ) | |||
| Series C Convertible Preferred Stock | $2.26 ( 6 ) | 12/18/2006 | C | 143,781 | ( 6 ) | ( 6 ) | Common Stock | 71,890 | $0 | 0 | I | See Footnote ( 2 ) | |||
| Warrant for the Purchase of Common Stock | $1.8 | 12/18/2006 | X | 30,000 | ( 12 ) | ( 13 ) | Common Stock | 30,000 | $0 | 0 | I | See Footnote ( 2 ) | |||
| Warrant for the Purchase of Common Stock | $1.8 | 12/18/2006 | X | 7,500 | ( 12 ) | ( 13 ) | Common Stock | 7,500 | $0 | 0 | I | See Footnote ( 2 ) | |||
| Warrant for the Purchase of Common Stock | $1.8 | 12/18/2006 | X | 12,000 | ( 12 ) | ( 13 ) | Common Stock | 12,000 | $0 | 0 | I | See Footnote ( 2 ) | |||
| Warrant for the Purchase of Common Stock | $1.8 | 12/18/2006 | X | 10,500 | ( 12 ) | ( 13 ) | Common Stock | 10,500 | $0 | 0 | I | See Footnote ( 2 ) | |||
| Warrant for the Purchase of Common Stock | $1.8 | 12/18/2006 | X | 9,000 | ( 12 ) | ( 13 ) | Common Stock | 9,000 | $0 | 0 | I | See Footnote ( 2 ) | |||
| Warrant for the Purchase of Common Stock | $1.8 | 12/18/2006 | X | 6,000 | ( 12 ) | ( 13 ) | Common Stock | 6,000 | $0 | 0 | I | See Footnote ( 2 ) | |||
| Warrant for the Purchase of Common Stock | $7.76 | 12/18/2006 | X | 6,000 | ( 12 ) | ( 14 ) | Common Stock | 6,000 | $0 | 0 | I | See Footnote ( 2 ) | |||
| Series B Convertible Preferred Stock | $7.5 | 08/11/2006 | C | 86,574 | ( 7 ) | ( 7 ) | Common Stock | 84,779 ( 7 ) | $0 | 188,267 | I | See Footnote' ( 8 ) | |||
| Series B Convertible Preferred Stock | $7.5 ( 5 ) | 12/18/2006 | C | 188,267 | ( 5 ) | ( 5 ) | Common Stock | 118,733 | $0 | 0 | I | See Footnote ( 8 ) | |||
| Series C Convertible Preferred Stock | $2.26 | 08/11/2006 | C | 71,644 | ( 9 ) | ( 9 ) | Common Stock | 52,967 ( 9 ) | $0 | 155,798 | I | See Footnote ( 8 ) | |||
| Series C Convertible Preferred Stock | $2.26 ( 6 ) | 12/18/2006 | C | 155,798 | ( 6 ) | ( 6 ) | Common Stock | 77,899 | $0 | 0 | I | See Footnote ( 8 ) | |||
| Series A Convertible Preferred Stock | $2.8 ( 4 ) | 12/18/2006 | C | 233,333 | ( 4 ) | ( 4 ) | Common Stock | 235,812 | $0 | 0 | I | See Footnote ( 11 ) | |||
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. On August 11, 2006, this joint-filer elected to convert 79,915 shares of Series B Convertible Preferred Stock into 78,258 shares of the Issuer's common stock, which included 27,858 shares of the Issuer's common stock on account of all accrued and unpaid dividends on those converted shares at a conversion price of $7.50 per share. The shares of Series B Convertible Preferred Stock that were converted on this date did not have an expiration date. |
| 2. Liberty Ventures I, L.P. ("LV I") is jointly filing this Form 4 report, and is the holder of record of the Issuer's securities that are subject to the transaction disclosed by this line item. The designated reporting person, a director of the Issuer, is the president and sole stockholder of the general partner of LV I. The designated reporting person disclaims beneficial ownership of all such securities held by LV I, except to the extent of his proportionate pecuniary interests therein. |
| 3. On August 11, 2006, this joint-filer elected to convert 66,117 shares of Series C Convertible Preferred Stock into 48,881 shares of the Issuer's common stock, which included 15,822 shares of the Issuer's common stock on account of all accrued and unpaid dividends on those converted shares at a conversion price of $2.26 per share. The shares of Series C Convertible Preferred Stock that were converted on this date did not have an expiration date. |
| 4. Upon the closing of the Issuer's initial public offering, each share of Series A Convertible Preferred Stock (and all accrued and unpaid dividends thereon) held of record by this joint-filer automatically converted into approximately 1.011 shares of the Issuer's common stock. The shares of Series A Convertible Preferred Stock held of record by this joint-filer did not have an expiration date. |
| 5. Upon the closing of the Issuer's initial public offering, each share of Series B Convertible Preferred Stock held of record by this joint-filer automatically converted into approximately 0.631 shares of the Issuer's common stock. The shares of Series B Convertible Preferred Stock held of record by this joint-filer did not have an expiration date. |
| 6. Upon the closing of the Issuer's initial public offering, each share of Series C Convertible Preferred Stock held of record by this joint-filer automatically converted into 0.500 shares of the Issuer's common stock. The shares of Series C Convertible Preferred Stock held of record by this joint-filer did not have an expiration date. |
| 7. On August 11, 2006, this joint-filer elected to convert 86,574 shares of Series B Convertible Preferred Stock into 84,779 shares of the Issuer's common stock, which included 30,179 shares of the Issuer's common stock on account of all accrued and unpaid dividends on those converted shares at a conversion price of $7.50 per share. The shares of Series B Convertible Preferred Stock that were converted on this date did not have an expiration date. |
| 8. Liberty Ventures II, L.P. ("LV II") is jointly filing this Form 4 report, and is the holder of record of the Issuer's securities that are subject to the transaction disclosed by this line item. The designated reporting person, a director of the Issuer, is a managing director of the general partner of LV II. The designated reporting person disclaims beneficial ownership of all such securities held by LV II, except to the extent of his proportionate pecuniary interests therein. |
| 9. On August 11, 2006, this joint-filer elected to convert 71,644 shares of Series C Convertible Preferred Stock into 52,967 shares of the Issuer's common stock, which included 17,145 shares of the Issuer's common stock on account of all accrued and unpaid dividends on those converted shares at a conversion price of $2.26 per share. The shares of Series C Convertible Preferred Stock that were converted on this date did not have an expiration date. |
| 10. Pursuant to the terms of a certain Second Amended and Restated Registration Rights Agreement among the Issuer and the Holders party thereto (as such term is defined therein) dated September 25, 2001 (and all amendments thereto), this joint-filer elected to sell 33,245 shares of the Issuer's common stock which were converted from shares of Series B Convertible Preferred Stock and Series C Convertible Preferred Stock held of record by this joint-filer upon the closing of the Issuer's initial public offering. These shares of common stock were sold by this joint-filer pursuant to the Issuer's Form S-1 registration statement (File No. 333-136532) at an initial public offering price of $9.30 per share which is net of underwriting discounts. |
| 11. Commonwealth Venture Partners II, L.P. ("Commonwealth") is jointly filing this Form 4 report, and is the holder of record of the Issuer's securities that are subject to the transaction disclosed by this line item. The designated reporting person, a director of the Issuer, is the general partner of Commonwealth. The designated reporting person disclaims beneficial ownership of all such securities held by Commonwealth, except to the extent of his proportionate pecuniary interests therein. |
| 12. This warrant is immediately exercisable in full. |
| 13. This warrant expires upon the earlier to occur of either December 31, 2006 or the closing of a "qualified public offering" of the Issuer's common stock which is defined to mean the first public offering of the Issuer's common stock in which the proceeds to the Issuer are at least $30 million and as to which the Issuer's capital stock outstanding immediately prior to the closing of such offering on a fully diluted basis will have an aggregate public market value of not less than $150 million. |
| 14. This warrant expires upon the earlier to occur of either May 24, 2007 or the closing of a "qualified public offering" of the Issuer's common stock which is defined to mean the first public offering of the Issuer's common stock in which the proceeds to the Issuer are at least $30 million and as to which the Issuer's capital stock outstanding immediately prior to the closing of such offering on a fully diluted basis will have an aggregate public market value of not less than $150 million. |
| Remarks: |
| Carl E. Smith, Attorney-in-Fact for Thomas R. Morse | 12/20/2006 | |
| Carl E. Smith, Attorney-in-Fact for Commonwealth Venture Partners II, L.P. | 12/20/2006 | |
| Carl E. Smith, Attorney-in-Fact for Liberty Ventures I, L.P. | 12/20/2006 | |
| Carl E. Smith, Attorney-in-Fact for Liberty Ventures II, L.P. | 12/20/2006 | |
| ** 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. | ||