The following table sets forth information regarding ownership
of the Common Stock as of March 31, 2006 or earlier date
for information based on filings with the Securities and
Exchange Commission by (a) each person known to the Company
to own more than 5% of the outstanding shares of the Common
Stock, (b) each director and nominee for director of the
Company, (c) the Company’s Chief Executive Officer and
each other executive officer named in the compensation tables
appearing later in this Proxy Statement and (d) all
directors and executive officers as a group. The information in
this table is based solely on statements in filings with the
Securities and Exchange Commission (the “SEC”) or
other reliable information.
Amount and Nature of
Beneficial
Ownership(2)
Percent
Name and Address of Beneficial
Owner(1)
Stock
Options
of Class
Directors and Executive
Officers
Andrew E. Senyei(8)(9)
1,798,783
45,000
10.5
%
Craig C. Taylor(12)(13)
841,063
30,000
5.0
%
Nancy D. Burrus(10)(11)
615,551
30,000
3.7
%
Kathleen D. LaPorte(14)
—
30,000
*
Michael P. Downey(15)
—
22,500
*
C. Gregory Vontz(16)
—
22,500
*
Emory V. Anderson(3)
—
256,740
1.5
%
Mark D. Fischer-Colbrie(4)
—
129,447
*
Durlin E. Hickok(7)
980
118,482
*
Robert O. Hussa(5)
17,228
25,115
*
Marian E. Sacco(6)
600
153,087
*
All directors and executive
officers as a group (11 persons)(17)
3,274,205
862,871
22.6
%
5% Stockholders
Enterprise Partners V, L.P.(8)
1,781,857
10.2
%
Entities Affiliated with Credit
Suisse(18)
1,569,845
9.0
%
Arbor Capital Management, LLC(21)
1,321,900
7.6
%
Oberweis Asset Management, Inc.(19)
981,274
5.6
%
M.A. Weatherbie & Co.,
Inc.(20)
882,034
5.1
%
*
Less than 1%.
(1)
Unless otherwise indicated, the address of each of the named
individuals is c/o Adeza Biomedical Corporation,
1240 Elko Drive, Sunnyvale, California 94089.
(2)
Beneficial ownership of shares is determined in accordance with
the rules of the SEC and generally includes any shares over
which a person exercises sole or shared voting or investment
power, or of which a person has the right to acquire ownership
within 60 days after March 31, 2006. Except as
otherwise noted, each person or entity has sole voting and
investment power with respect to the shares shown.
(3)
Includes 161,818 shares underlying options that are
exercisable within 60 days of March 31, 2006, and
94,922 shares underlying options that are exercisable and
subject to vesting or a right of repurchase within 60 days
of March 31, 2006.
(4)
Includes 108,354 shares underlying options that are
exercisable within 60 days of March 31, 2006, and
21,093 shares underlying options that are exercisable and
subject to vesting or a right of repurchase within 60 days
of March 31, 2006.
(5)
Includes 14,568 shares underlying options that are
exercisable within 60 days of March 31, 2006, and
10,547 shares underlying options that are exercisable and
subject to vesting or a right of repurchase within 60 days
of March 31, 2006.
7
(6)
Includes 131,993 shares underlying options that are
exercisable within 60 days of March 31, 2006, and
21,094 shares underlying options that are exercisable and
subject to vesting or a right of repurchase within 60 days
of March 31, 2006.
(7)
Includes 97,388 shares underlying options that are
exercisable within 60 days of March 31, 2006, and
21,094 shares underlying options that are exercisable and
subject to vesting or a right of repurchase within 60 days
of March 31, 2006.
(8)
Includes 1,781,857 shares held of record by Enterprise
Partners V, L.P. Andrew Senyei, M.D., a member of our
Board, William Stensrud, Carl J. Eibl, and Robert W. Conn are
general partners of Enterprise Partners V, L.P. and may be
deemed to beneficially own the shares owned by Enterprise
Partners V, L.P.; however, each person disclaims beneficial
ownership of these shares except to the extent of his
proportionate pecuniary interest therein. The address for
Enterprise Partners V, L.P. is 2223 Avenida de la Playa,
Suite 300, La Jolla, California 92037,
attn: Andrew Senyei.
(9)
Includes 16,953 shares underlying options that are
exercisable within 60 days of March 31, 2006 and
28,047 shares underlying options that are exercisable and
subject to vesting or a right of repurchase within 60 days
of March 31, 2006, and 13,941 shares of record held by
Andrew Senyei, a member of our Board, 995 shares of record
held by the Alison Marie Senyei Trust, 995 shares of record
held by the Grant Drew Senyei Trust, and 995 shares of
record held by the Kelly Joanne Senyei Trust.
(10)
Includes 615,551 shares held of record by STF II,
L.P., a fund affiliated with Suez Ventures. Nancy D. Burrus, a
member of our Board, Guy H. Conger and David E. Gold are general
partners of STF II, L.P. and may be deemed to beneficially
own the shares owned by STF II, L.P.; however each person
disclaims beneficial ownership of the shares except to the
extent of his or her proportionate pecuniary interest therein.
The address for STF II, L.P. is 1690 Woodside Road,
Suite 103, Redwood City, CA 94061.
(11)
Includes 9,688 shares underlying options that are
exercisable within 60 days of March 31, 2006, and
20,312 shares underlying options that are exercisable and
subject to vesting or a right of repurchase within 60 days
of March 31, 2006.
(12)
Includes 466,915 shares held of record by Asset Management
Associates 1984, L.P. and 357,950 shares held of record by
Asset Management Associates 1989, L.P. Craig Taylor, a member of
our Board, John Shoch and Franklin P. Johnson, Jr. are the
general partners of AMC Partners 84, L.P. and
Messrs. Taylor, Shoch, Johnson and Ferrell Sanders are the
general partners of AMC Partners 89, L.P. AMC Partners 84, L.P.
is the general partner of Asset Management Associates 1984, L.P.
and AMC Partners 89, L.P. is the general partner of Asset
Management Associates 1989, L.P. AMC Partners 84, L.P. and
Messrs. Taylor, Shoch and Johnson may be deemed to
beneficially own the shares owned by Asset Management Associates
1984, L.P., and AMC Partners 89, L.P. and Messrs. Taylor,
Shoch, Johnson and Ferrell may be deemed to beneficially own the
shares owned by Asset Management Associates; however, each
entity and person disclaims beneficial ownership of these shares
except to the extent of his or its proportionate pecuniary
interest therein. The address for the Asset Management
Associates funds is 480 Cowper Street, 2nd Floor, Palo
Alto, CA 94301.
(13)
Includes 9,688 shares underlying options that are
exercisable within 60 days of March 31, 2006, and
20,312 shares underlying options that are exercisable and
subject to vesting or a right of repurchase within 60 days
of March 31, 2006.
(14)
Includes 9,688 shares underlying options that are
exercisable within 60 days of March 31, 2006, and
20,312 shares underlying options that are exercisable and
subject to vesting or a right of repurchase within 60 days
of March 31, 2006.
(15)
Includes 6,563 shares underlying options that are
exercisable within 60 days of March 31, 2006, and
15,937 shares underlying options that are exercisable and
subject to vesting or a right of repurchase within 60 days
of March 31, 2006.
(16)
Includes 938 shares underlying options that are exercisable
within 60 days of March 31, 2006, and
21,562 shares underlying options that are exercisable and
subject to vesting or a right of repurchase within 60 days
of March 31, 2006.
(17)
Total number of shares includes common stock held by entities
affiliated with directors and executive officers. See footnotes
(3) through (16) above.
8
(18)
The address for the Investment Banking division of Credit Suisse
is Eleven Madison Avenue, New York, New York 10010. This
information was obtained from the Schedule 13G/A filed on
February 14, 2006 with the SEC by Credit Suisse on behalf
of the Investment Banking division.
(19)
The address for Oberweis Asset Management is 3333 Warrenville
Road, Suite 500, Lisle, IL 60532. This information was
obtained from the Schedule 13G filed on February 14,
2006 with the SEC by Oberweis Asset Management, Inc., James D.
Oberweis and James W. Oberweis.
(20)
The address for M.A. Weatherbie & Co., Inc. is 265
Franklin Street, Suite 1601, Boston, MA 02110. This
information was obtained from the Schedule 13G filed on
February 10, 2006 with the SEC by M.A.
Weatherbie & Co., Inc.
(21)
The address for Arbor Capital Management, LLC is One Financial
Plaza, 120 South Sixth Street, Suite 1000 Minneapolis, MN
55402. This information was obtained from the Schedule 13G
filed on February 3, 2006 with the SEC by Arbor Capital
Management, LLC and Rick D. Leggott.
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