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UNITED STATES |
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SECURITIES
AND EXCHANGE |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Endocardial Solutions, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
292962 10 7
(CUSIP Number)
Carol E. Malkinson, Esq.
Medtronic, Inc.
710 Medtronic Parkway Northeast
Minneapolis, Minnesota 55432
(612) 514-4000
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 11, 2003
(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting persons 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).
CUSIP No. 292962 10 7 |
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Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(b) |
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*Joint Filing |
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SEC Use Only |
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Source
of Funds (See Instructions) |
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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Citizenship or Place of Organization |
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Number of |
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Sole
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Shared
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Sole
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Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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CUSIP No. 637184 10 8 |
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Names of Reporting
Persons. I.R.S. Identification Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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*Joint Filing |
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SEC Use Only |
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4. |
Source
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
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Sole
Voting Power |
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Shared
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9. |
Sole
Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent
of Class Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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Item 1. |
Security and Issuer |
The class of equity security to which this statement relates is the Common Stock, $0.01 par value per share, of Endocardial Solutions, Inc. (ESI). The name and address of the principal executive offices of the issuer of such securities are Endocardial Solutions, Inc., 1350 Energy Lane, Suite 110, St. Paul, Minnesota 55108. |
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Item 2. |
Identity and Background |
(a), (b) and (c): |
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Medtronic, Inc. (Medtronic), 710 Medtronic Parkway N.E., Minneapolis, Minnesota 55432, is a Minnesota corporation, principally engaged in the business of therapeutic medical technology, specializing in implantable and interventional therapies. Medtronic International, Ltd., 710 Medtronic Parkway N.E., Minneapolis, Minnesota 55432, a Delaware corporation (MIL), is a wholly-owned subsidiary of Medtronic through which Medtronic holds certain investments. Information is provided below with respect to persons who are directors and executive officers of the Reporting Persons. |
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Richard H. Anderson, Director, Medtronic, and Chief Executive Officer, Northwest Airlines, 2700 Lone Oak Parkway, Eagan, MN 55121; |
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Michael R. Bonsignore, Director, Medtronic, Retired Chairman and CEO, Honeywell International, Inc., 101 Columbia Road, P. O. Box 4000, Morristown, New Jersey 07962-2497; |
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William R. Brody, M.D., Ph.D., Director, Medtronic, President, The Johns Hopkins University, 3400 North St. Charles St., 242 Garland Hall, Baltimore, MD 21218; |
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Arthur D. Collins, Jr., Chairman and Chief Executive Officer, Medtronic and President, MIL, 710 Medtronic Parkway N.E., Minneapolis, MN 55432; |
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Antonio M. Gotto, Jr., M.D., Director, Medtronic, Dean, Cornell University Medical College, Medical Affairs Provost, Cornell University, Office of the Dean, 1300 York Avenue, New York, NY 10021; |
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Shirley A. Jackson, Ph.D., Director, Medtronic, President, Rensselaer Polytechnic Institute, 110 8th Street, Troy Building, Troy, NY 12180. |
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Denise M. OLeary, Director, Medtronic, private venture capital investor, 124 Warren Road, San Mateo, CA 94401. |
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Jean-Pierre Rosso, Director, Medtronic, Chairman, CNH Global N.V., 700 State Street, Racine, WI 53404; |
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Jack W. Schuler, Director, Medtronic, Chairman, Stericycle, Inc. and Ventana Medical Systems, Inc., 28161 North Keith Drive, Lake Forest, IL 60045; |
Gordon M. Sprenger, Director, Medtronic, Retired from Allina Health System, 800 E. 28th Street, Minneapolis, MN 55407; |
Jeffrey Balagna, Senior Vice President and Chief Information Officer, Medtronic, 710 Medtronic Parkway N.E., Minneapolis, Minnesota 55432; |
Jean-Luc Butel, Senior Vice President and President, Asia Pacific, Medtronic, 710 Medtronic Parkway N.E., Minneapolis, MN 55432; |
Michael DeMane, Senior Corporate Vice President and President, Spinal, ENT, and Surgical Navigation Technologies, Medtronic, 710 Medtronic Parkway N.E., Minneapolis, MN 55432; |
Gary L. Ellis, Vice President, Controller, Treasurer and Director, MIL, 710 Medtronic Parkway N.E., Minneapolis, MN 55432; |
Michael D. Ellwein, Vice President, MIL, 710 Medtronic Parkway N.E., Minneapolis, MN 55432; |
Janet S. Fiola, Senior Vice President, Human Resources, Medtronic, 710 Medtronic Parkway N.E., Minneapolis, MN 55432; |
Robert Guezuraga, Senior Vice President and President, Cardiac Surgery, Medtronic, 710 Medtronic Parkway N.E., Minneapolis, MN 55432; |
William A. Hawkins, Senior Vice President and President, Vascular, Medtronic, 710 Medtronic Parkway N.E., Minneapolis, MN 55432; |
Ronald Lund, Senior Vice President, General Counsel and Corporate Secretary, Medtronic, 710 Medtronic Parkway N.E., Minneapolis, MN 55432; |
Stephen H. Mahle, Senior Vice President and President, Cardiac Rhythm Management, Medtronic, 710 Medtronic Parkway N.E., Minneapolis, MN 55432; |
Stephen N. Oesterle, M.D., Senior Vice President for Medicine and Technology, Medtronic, 710 Medtronic Parkway N.E., Minneapolis, MN 55432; |
Margaret A. Osborne, Vice President, MIL, 710 Medtronic Parkway N.E., Minneapolis, MN 55432; |
Robert L. Ryan, Senior Vice President and Chief Financial Officer, Medtronic, and Vice President, Chief Financial Officer and Director, MIL, 710 Medtronic Parkway N.E., Minneapolis, MN 55432; |
Scott R. Ward, Senior Corporate Vice President and President, Medtronic Neurological and Diabetes, Medtronic, 710 Medtronic Parkway N.E., Minneapolis, MN 55432; |
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Barry W. Wilson, Senior Vice President and President, International, Medtronic, 710 Medtronic Parkway N.E., Minneapolis, MN 55432; |
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(d), (e) and (f): No change |
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Item 3. |
Source and Amount of Funds or Other Consideration |
Not applicable. |
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Item 4. |
Purpose of Transaction |
Pursuant to a License Agreement dated January 30, 1998 between Medtronic and ESI, ESI issued Medtronic a warrant to purchase 223,777 shares of ESI's Common Stock at an exercise price of $3.81 per share. The Warrant is exercisable during the period beginning May 1, 2004 (or if earlier, upon a change of control of ESI) and ending May 1, 2008. |
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Based upon their evaluation of ESIs financial condition, market conditions and other factors they may deem material, the Reporting Persons may seek to acquire additional shares of ESI Common Stock in the open market or in private transactions. Except as set forth above, the Reporting Persons currently do not have any definitive plans that relate to or would result in transactions of the kind described in paragraphs (a) through (j) of Item 4 of Schedule 13D, but the Reporting Persons from time to time engage in discussions with ESI regarding potential business transactions that could result in the adoption of such plans. |
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Item 5. |
Interest in Securities of the Issuer |
(a) Medtronic, through MIL, is the beneficial owner of 0 shares of Common Stock of ESI, which represents approximately 0% of the outstanding Common Stock of ESI. To the knowledge of the Reporting Persons, no other person named in Item 2 beneficially owns any ESI shares. |
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(b) Medtronic, through MIL, had the sole power to vote and the sole power to dispose of all shares of ESI Common Stock beneficially owned by it. |
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(c) No transactions in the Common Stock of ESI were effected by persons named in paragraph (a) above during the past sixty days. All transactions reducing the holdings of such persons since the most recent filing on Schedule 13D occurred more than sixty days before the date of this filing. |
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(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, the subject securities. |
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(e) On or about September 23, 2003, the Reporting Persons ceased to be the beneficial owner of more than five percent of the subject securities. |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
See Item 4. |
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Item 7. |
Material to Be Filed as Exhibits |
Exhibit A Agreement by the persons filing this Schedule 13D Amendment to make a joint filing. |
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Exhibit B Warrant to purchase 223,777 shares of ESI Common Stock |
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After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 13, 2004 |
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MEDTRONIC, INC. |
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By: |
/s/ Carol E. Malkinson |
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Carol E. Malkinson |
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Senior Legal Counsel and Assistant |
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Secretary |
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MEDTRONIC INTERNATIONAL, LTD. |
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By: |
/s/ Carol E. Malkinson |
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Carol E. Malkinson |
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Assistant Secretary |
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EXHIBIT INDEX
Exhibit |
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Description |
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A |
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Agreement by the persons filing this Schedule 13D Amendment to make a joint filing. |
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B |
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Warrant to purchase 223,777 shares of ESI Common Stock |
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Exhibit A
The undersigned hereby agree to file the attached joint Schedule 13D Amendment and any future Amendments hereafter with respect to the interests of the undersigned in Endocardial Solutions, Inc. The Schedule 13D Amendment to which this Exhibit A is attached has been filed on behalf of each of the undersigned and any future Schedule 13D Amendments filed hereafter shall be filed on behalf of each of the undersigned.
Dated: February 13, 2004. |
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MEDTRONIC, INC. |
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By: |
/s/ Carol E. Malkinson |
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Carol E. Malkinson, Senior Legal |
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Counsel and Assistant Secretary |
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MEDTRONIC INTERNATIONAL, LTD. |
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By: |
/s/ Carol E. Malkinson |
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Carol E. Malkinson, Senior Legal |
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Counsel and Assistant Secretary |
Exhibit B
THIS WARRANT, AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE HEREOF, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE REOFFERED OR SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO (1) REGISTRATION OR (2) AN OPINION OF COUNSEL FOR THE COMPANY OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE COMPANY TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.
WARRANT
To Purchase 223,777
Shares of Common Stock of
ENDOCARDIAL SOLUTIONS, INC.
Effective May 1, 2003
Endocardial Solutions, Inc., a Delaware corporation (the Company), for value received, hereby certifies that Medtronic International, Ltd., a Delaware corporation, or its registered assigns (the Holder), is entitled, subject to the terms set forth below, upon exercise of this Warrant to purchase from the Company, at any time or from time to time on or after the earlier of May 1, 2004 or a Change of Control of Licensee (as defined in the License Agreement between Medtronic, Inc. and the Company dated January 30, 1998), and on or before 11:59 p.m. (Minneapolis, Minnesota time) on the five-year anniversary of the date hereof, up to Two Hundred Twenty-three Thousand Seven Hundred Seventy-seven (223,777) shares of Common Stock, $.01 par value, of the Company (Common Stock) at a purchase price per share equal to $3.81 (subject to adjustment in accordance with Section 4 hereof), which number of shares the Company hereby represents and warrants to equal two and one-half percent (2.5%) of the total number of shares of Common Stock issued and outstanding on January 30, 1998, and which per share purchase price the Company hereby represents and warrants to equal 1.25 times the average closing price of Common Stock for the twenty (20) trading days ending on and including the trading day immediately preceding the effective date hereof. The shares issuable upon exercise or conversion of this Warrant, and the purchase price per share, each as adjusted from time to time pursuant to the provisions of this Warrant, are hereinafter referred to as the Warrant Shares and the Exercise Price, respectively.
This Warrant is further subject to the following provisions, terms and conditions:
(ii) If the Company shall at anytime after the date of this Warrant subdivide or combine the outstanding shares of Common Stock or declare a dividend payable in Common Stock, the Exercise Price in effect immediately prior to the subdivision, combination or record date for such dividend payable in Common Stock shall forthwith be proportionately increased, in the case of combination, or decreased, in the case of subdivision or dividend payable in Common Stock.
E1 = E x (O x M) - F
O x M
where:
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E1 = the adjusted Exercise Price.
E = the current Exercise Price.
M = the average market price of Common Stock for the 30 consecutive trading days commencing 45 trading days before the record date mentioned below.
O = the number of shares of Common Stock outstanding on the record date mentioned below.
F = the fair market value on the record date of the aggregate of all assets, securities, rights or warrants distributed. The Companys Board of Directors shall determine the fair market value in the exercise of its reasonable judgment.
The adjustment shall be made successively whenever any such distribution is made and shall become effective immediately after the record date for the determination of stockholders entitled to receive the distribution.
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Medtronic, Inc.
World Headquarters
710 Medtronic Parkway, N.E.
Minneapolis, MN 55432-5604
with separate copies thereof addressed to:
Attention: General Counsel
FAX (763) 572-5459
Attention: Vice President, Chief Development Officer
FAX (763) 505-2542
if to the Company to:
Endocardial Solutions, Inc.
1350 Energy Lane, Suite 110
St. Paul, MN 55108-5254
Attention: Chief Financial Officer
FAX (651) 644-7897
Any party may change the above-specified recipient and/or mailing address by notice to all other parties given in the manner herein prescribed. All notices shall be deemed given on the day when actually delivered as provided above (if delivered personally or by telecopy) or on the day shown on the return receipt (if delivered by mail or delivery service).
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(Signatures on the following page)
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IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by its authorized officer and dated to be effective as of the date stated above.
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ENDOCARDIAL SOLUTIONS, INC. |
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By: |
/s/ J. Robert Paulson, Jr. |
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J. Robert Paulson, Jr. |
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Chief Financial Officer |
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Exhibit A
NOTICE OF EXERCISE OF WARRANT |
To Be Executed by the Registered Holder in Order to Exercise the Warrant |
The undersigned hereby irrevocably elects to exercise the attached Warrant to purchase, for cash pursuant to Section 1 thereof, shares of Common Stock issuable upon the exercise of such Warrant. The undersigned requests that certificates for such shares be issued in the name of . If this Warrant is not fully exercised, the undersigned requests that a new Warrant to purchase the balance of shares remaining purchasable hereunder be issued in the name of .
Date: |
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Exhibit B
NOTICE OF CONVERSION OF WARRANT |
To Be Executed by the Registered Holder in Order to Convert the Warrant on a Cashless Basis |
The undersigned hereby irrevocably elects to convert, on a cashless basis, a total of shares of Common Stock otherwise purchasable upon exercise of the attached Warrant into such lesser number of shares of Common Stock as determined by Section 2 of the Warrant. The undersigned requests that certificates for such shares be issued in the name of . If this Warrant is not fully converted, the undersigned requests that a new Warrant to purchase the balance of shares remaining purchasable hereunder be issued in the name of .
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