4//SEC Filing
CYNOSURE INC 4
Accession 0000899243-17-008505
CIK 0000885306operating
Filed
Mar 23, 8:00 PM ET
Accepted
Mar 24, 4:31 PM ET
Size
27.3 KB
Accession
0000899243-17-008505
Insider Transaction Report
Form 4
CYNOSURE INCCYNO
Davin Michael R
DirectorPresident, CEO & Chairman
Transactions
- Disposition to Issuer
Restricted Stock Units
2017-03-22−16,875→ 0 totalExp: 2026-02-10→ Class A Common Stock (16,875 underlying) - Award
Class A Common Stock
2017-03-22+58,176→ 58,176 total - Disposition to Issuer
Class A Common Stock
2017-03-22−62,893→ 0 total - Disposition to Issuer
Class A Common Stock
2017-03-22−73,754→ 0 total - Disposition to Issuer
Stock Option (right to purchase)
2017-03-22−21,108→ 0 totalExercise: $30.51Exp: 2025-02-11→ Class A Common Stock (21,108 underlying) - Disposition from Tender
Class A Common Stock
2017-03-22$66.00/sh−38,625$2,549,250→ 0 total - Award
Class A Common Stock
2017-03-22+62,893→ 62,893 total - Award
Class A Common Stock
2017-03-22+73,754→ 73,754 total - Disposition to Issuer
Restricted Stock Units
2017-03-22−11,088→ 0 totalExp: 2025-02-11→ Class A Common Stock (11,088 underlying) - Disposition to Issuer
Class A Common Stock
2017-03-22−58,176→ 0 total - Disposition to Issuer
Stock Option (right to purchase)
2017-03-22−12,062→ 0 totalExercise: $29.40Exp: 2024-02-13→ Class A Common Stock (12,062 underlying) - Disposition to Issuer
Restricted Stock Units
2017-03-22−30,172→ 0 totalExp: 2027-02-08→ Class A Common Stock (30,172 underlying)
Footnotes (6)
- [F1]Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of February 14, 2017, by and among Hologic, Inc., Minuteman Merger Sub, Inc. and Cynosure, Inc. (the "Merger Agreement"), these shares were tendered and disposed of at the Acceptance Time (all terms capitalized but not defined shall have the meaning given to them in the Merger Agreement) in exchange for the right to receive $66.00 per share, net to the seller in cash, without interest, less any required withholding taxes (the "Merger Consideration").
- [F2]Represents unvested performance-based share units that became vested and were converted in the Merger into the right to receive the Merger Consideration. Pursuant to the terms of the Merger Agreement, each outstanding and unvested performance-based share unit as of immediately prior to the Effective Time vested with respect to the maximum number of shares that could be earned thereunder and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share.
- [F3]This stock option was fully vested and exercisable prior to the Effective Time. Pursuant to the terms of the Merger Agreement, each outstanding and unexercised stock option as of immediately prior to the Effective Time, whether vested or unvested, was automatically canceled and converted into the right to receive, for each underlying share, the difference between the Merger Consideration and the exercise price per share of the option.
- [F4]Includes 16,887 shares that were unvested prior to the Effective Time and 4,221 shares that were vested and exercisable prior to the Effective Time. Pursuant to the terms of the Merger Agreement, each outstanding and unexercised stock option as of immediately prior to the Effective Time, whether vested or unvested, was automatically canceled and converted into the right to receive, for each underlying share, the difference between the Merger Consideration and the exercise price per share of the option.
- [F5]Each restricted stock unit represents a contingent right to receive one share of Cynosure, Inc.'s common stock.
- [F6]Pursuant to the terms of the Merger Agreement, each outstanding and unvested restricted stock unit as of immediately prior to the Effective Time vested in full and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share.
Documents
Issuer
CYNOSURE INC
CIK 0000885306
Entity typeoperating
Related Parties
1- filerCIK 0000885306
Filing Metadata
- Form type
- 4
- Filed
- Mar 23, 8:00 PM ET
- Accepted
- Mar 24, 4:31 PM ET
- Size
- 27.3 KB