Ownership Submission
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 OF SECURITIES

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
BAIRD JEFFERY A
  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 _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Financial Officer
(Last)
(First)
(Middle)
C/O CAS MEDICAL SYSTEMS, INC, 44 EAST INDUSTRIAL ROAD
3. Date of Earliest Transaction (Month/Day/Year)
04/18/2019
(Street)

BRANFORD, CT 06405
4. If Amendment, Date Original Filed(Month/Day/Year)
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 (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 04/18/2019   D   304,418 D $ 2.45 (1) 0 D  

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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 (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 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
Stock Option $ 3.16 04/18/2019   D     50,000   (2) 01/07/2021 Common Stock 50,000 $ 0 0 D  
Stock Option $ 1.69 04/18/2019   D     25,000   (3) 12/08/2021 Common Stock 25,000 $ 0 0 D  
Stock Option $ 2.18 04/18/2019   D     40,000   (4) 12/17/2022 Common Stock 40,000 $ 0 0 D  
Stock Option $ 1.87 04/18/2019   D     50,000   (5) 12/16/2023 Common Stock 50,000 $ 0 0 D  
Stock Option $ 1.79 04/18/2019   D     40,000   (6) 12/18/2024 Common Stock 40,000 $ 0 0 D  
Stock Option $ 0.67 04/18/2019   D     20,000   (7) 12/21/2027 Common Stock 20,000 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
BAIRD JEFFERY A
C/O CAS MEDICAL SYSTEMS, INC
44 EAST INDUSTRIAL ROAD
BRANFORD, CT 06405
      Chief Financial Officer  

Signatures

 /s/Jeffery A. Baird   04/22/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) 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.
(2) This option, was, as a result of the consummation of the merger contemplated by the Merger Agreement, terminated on April 18, 2019.
(3) This option, which vested in four equal annual installments commencing on December 8, 2011, was, as a result of the consummation of the merger contemplated by the Merger Agreement, canceled in exchange for a cash payment equal to the product of the number of shares subject to such option multiplied by the excess of $2.45 over the exercise price per share of such option.
(4) This option, which vested in four equal annual installments commencing on December 17, 2012, was, as a result of the consummation of the merger contemplated by the Merger Agreement, canceled in exchange for a cash payment equal to the product of the number of shares subject to such option multiplied by the excess of $2.45 over the exercise price per share of such option.
(5) This option, which vested in four equal annual installments commencing on December 16, 2014, was, as a result of the consummation of the merger contemplated by the Merger Agreement, canceled in exchange for a cash payment equal to the product of the number of shares subject to such option multiplied by the excess of $2.45 over the exercise price per share of such option.
(6) This option, which vested in four equal annual installments commencing on December 18, 2015, was, as a result of the consummation of the merger contemplated by the Merger Agreement, canceled in exchange for a cash payment equal to the product of the number of shares subject to such option multiplied by the excess of $2.45 over the exercise price per share of such option.
(7) This option, which vested in four equal annual installments commencing on December 21, 2018, was, as a result of the consummation of the merger contemplated by the Merger Agreement, canceled in exchange for a cash payment equal to the product of the number of shares subject to such option multiplied by the excess of $2.45 over the exercise price per share of such option.

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