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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
MEDWAVE, INC.
(Name of Issuer)
Common Stock, no par value
(Title of Class of Securities)
585081102
(CUSIP Number)
William D. Corneliuson
777 East Wisconsin Avenue, Suite 3020, Milwaukee, Wisconsin 53202,
(414) 291-7400
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 23, 1996
(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 which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [_].
Check the following box if a fee is being paid with the statement [X].
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) for other parties to whom
copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's 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).
<PAGE>
CUSIP No. 585081102
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William D. Corneliuson - ###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
N/A
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
NUMBER OF
240,000
SHARES
8 SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
9 SOLE DISPOSITIVE POWER
EACH
240,000
REPORTING
PERSON
10 SHARED DISPOSITIVE POWER
WITH
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
240,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
N/A
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer
The title of the class of equity securities to which this
statement relates is Common Stock, no par value per share (the "Common
Stock").
The name and address of the principal executive offices of the
issuer of the Common Stock is Medwave, Inc. (the "Company"), 1410 Energy
Park Drive, Suite 6, St. Paul, Minnesota 55108.
Item 2. Identity and Background
The following information is provided for each person:
(a) Name. William D. Corneliuson.
(b) Address. 777 East Wisconsin Avenue, Suite 3020,
Milwaukee, Wisconsin 53202.
(c) Principal Occupation and Employment. William D.
Corneliuson is President and Treasurer of B.C. Holdings, Inc.,
an investment advisory and consulting firm.
(d) Criminal Proceedings. None.
(e) Civil Proceedings. None.
(f) Citizenship. United States.
Item 3. Source and Amount of Funds or other consideration
William D. Corneliuson acquired all shares reported hereby with
approximately $1,979,425 of his personal funds.
Item 4. Purpose of Transaction
All of the reported shares were acquired for investment
purposes.
The reporting person has no plans or proposals which relate to
or would result in:
(a) The acquisition by any person of additional securities
of the Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a
merger, organization or liquidation, involving the Company or
any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
the Company or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Company, including any plans or proposals to
change the number or term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Company;
(f) Any other material change in the Company's business or
corporate structure including but not limited to, if the Company
is a registered closed-end investment company, any plans or
proposals to make any changes in its investment policy for which
a vote is required by section 13 of the Investment Company Act
of 1940;
(g) Changes in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may
impede the acquisition of control of the Company by any person;
(h) Causing a class of securities of the Company to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Company becoming
eligible for termination of registration pursuant to
Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) Number of Shares/Percentage of Class Beneficially Owned.
William D. Corneliuson beneficially owns a total of 240,000 shares of the
Company's Common Stock representing approximately 5.1% of the outstanding
shares of Common Stock based on 4,690,560 shares of Common Stock
outstanding as of February 29, 1996 as indicated by the Company's
Form 10-QSB for the quarter ended January 31, 1996.
(b) Nature of Ownership. Mr. Corneliuson has sole power to
vote and direct the disposition of all of the reported shares.
(c) Recent Transactions. On May 23, 1996, William D.
Corneliuson purchased 10,000 shares of Common Stock at $10.625 per share
through the NASDAQ small cap market and 230,000 shares of Common Stock at
$8.56 per share in a private transaction.
(d) Rights to Dividends or Proceeds. None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of Issuer
None.
Item 7. Materials to be Filed as Exhibits
None.
<PAGE>
SIGNATURE
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.
May 29, 1996 /s/ William D. Corneliuson
Date Signature
William D. Corneliuson
Name/Title
