4//SEC Filing
HeartWare International, Inc. 4
Accession 0000947871-16-001450
CIK 0001389072operating
Filed
Aug 23, 8:00 PM ET
Accepted
Aug 24, 2:42 PM ET
Size
27.8 KB
Accession
0000947871-16-001450
Insider Transaction Report
Form 4
Wade Denis Newell
Director
Transactions
- Disposition from Tender
Common Stock
2016-08-23$58.00/sh−4,966$288,028→ 0 total(indirect: See Footnote) - Disposition to Issuer
Restricted Stock Unit
2016-08-23−250→ 0 total→ Common Stock (250 underlying) - Disposition to Issuer
Stock Option (right to buy)
2016-08-23−1,000→ 0 totalExercise: $29.01Exp: 2026-06-01→ Common Stock (1,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2016-08-23−1,000→ 0 totalExercise: $76.60Exp: 2025-06-01→ Common Stock (1,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2016-08-23−1,000→ 0 totalExercise: $95.05Exp: 2023-05-21→ Common Stock (1,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2016-08-23−1,000→ 0 totalExercise: $57.07Exp: 2020-05-04→ Common Stock (1,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2016-08-23−1,000→ 0 totalExercise: $81.37Exp: 2022-05-31→ Common Stock (1,000 underlying) - Disposition from Tender
Common Stock
2016-08-23$58.00/sh−5,750$333,500→ 0 total - Disposition to Issuer
Restricted Stock Unit
2016-08-23−1,000→ 0 total→ Common Stock (1,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2016-08-23−1,000→ 0 totalExercise: $88.84Exp: 2024-06-04→ Common Stock (1,000 underlying) - Disposition to Issuer
Stock Option (right to buy)
2016-08-23−1,000→ 0 totalExercise: $79.01Exp: 2021-05-12→ Common Stock (1,000 underlying)
Footnotes (5)
- [F1]Disposed of in a tender offer by Medtronic Acquisition Corp., a Delaware Corporation ("Purchaser") to acquire all of the outstanding shares of common stock of HeartWare International, Inc., a Delaware corporation ("HeartWare") for $58.00 per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of June 27, 2016, by and among HeartWare, Purchaser, and Medtronic, Inc., a Minnesota corporation (the "Merger Agreement"). All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement.
- [F2]Nickeli Holdings Pty. Limited as Trustee of the Wade Family Superannuation Fund
- [F3]Each restricted stock unit represents a right to receive one share of HeartWare common stock.
- [F4]Pursuant to the Merger Agreement, each unvested restricted stock unit was automatically cancelled as of the Effective Time and converted into the right to receive an amount in cash equal to the product of (i) $58.00 multiplied by (ii) the number of shares of HeartWare common stock subject to such restricted stock unit as of immediately prior to the Effective Time (with any such restricted stock units that are subject to performance-based vesting being deemed earned assuming achievement of all performance milestones), less any required withholding of taxes.
- [F5]Pursuant to the Merger Agreement, each option that was outstanding and unexercised immediately prior to the Effective Time and for which the exercise price of such option was less than $58.00 per share, without regard to the extent vested or exercisable, was automatically canceled as of the Effective Time and converted into the right to receive a cash payment equal to the product of the excess of $58.00 over the exercise price of such option and the number of unexercised shares of HeartWare common stock subject to such option immediately prior to the Effective Time, less any required withholding of taxes. Each option for which, as of the Effective Time, the exercise price of such option was greater than $58.00 was automatically cancelled as of the Effective Time without any consideration being paid in respect thereof.
Documents
Issuer
HeartWare International, Inc.
CIK 0001389072
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001389072
Filing Metadata
- Form type
- 4
- Filed
- Aug 23, 8:00 PM ET
- Accepted
- Aug 24, 2:42 PM ET
- Size
- 27.8 KB