AGA Medical Holdings, Inc. 4
4 · AGA Medical Holdings, Inc. · Filed Nov 18, 2010
Insider Transaction Report
Form 4
LUND RONALD E
Sr VP, Gen Counsel & Secretary
Transactions
- Disposition from Tender
Common Stock
2010-11-18$20.80/sh−10,406$216,445→ 21,000 total - Disposition to Issuer
2006 Equity Incentive Plan options (right to buy)
2010-11-18$6.50/sh−83,916$545,454→ 0 totalExercise: $14.30Exp: 2017-06-01→ Common Stock (83,916 underlying) - Disposition to Issuer
Common Stock
2010-11-18−21,000→ 0 total - Disposition to Issuer
2006 Equity Incentive Plan options (right to buy)
2010-11-18$1.14/sh−41,958$47,727→ 0 totalExercise: $19.66Exp: 2018-07-01→ Common Stock (41,958 underlying)
Footnotes (3)
- [F1]Disposition of 10,406 shares of common stock in exchange for per share consideration of $20.80 in an exchange offer by St. Jude Medical, Inc. ("St. Jude Medical") pursuant to the terms of the Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), dated October 15, 2010, among AGA Medical Holdings, Inc. ("AGA"), St. Jude Medical and Asteroid Subsidiary Corporation. Pursuant to the terms of the Merger Agreement and the exchange offer, AGA stockholders could elect to receive the following consideration for each share of AGA common stock tendered in the exchange offer: (i) $20.80 in cash, without interest ("Cash Consideration"); or (ii) stock consideration of 0.540 shares of St. Jude Medical common stock (the "Stock Consideration"). AGA stockholders could elect to receive Cash Consideration for some shares and Stock Consideration for others, subject to possible proration. St. Jude Medical expects to announce the final proration calculations no later 11/23/10.
- [F2]Disposition of 21,000 restricted stock units in the merger provided for in the Merger Agreement, which were converted at the effective time of the merger into the right to receive cash consideration of $20.80 per share.
- [F3]This option was canceled pursuant to the terms of the Merger Agreement in exchange for a cash payment representing the difference between the per share exercise price of the option and the cash merger consideration of $20.80 per share, multiplied by the number of shares of AGA common stock underlying the option.