AMERICAN SCIENCE & ENGINEERING, INC. 4
4 · AMERICAN SCIENCE & ENGINEERING, INC. · Filed Sep 12, 2016
Insider Transaction Report
Form 4
Transactions
- Disposition to Issuer
Restricted Stock Units
2016-09-09−1,507→ 0 total→ Common Stock (1,507 underlying) - Disposition to Issuer
Restricted Stock Units
2016-09-09−2,372→ 0 total→ Common Stock (2,372 underlying) - Disposition to Issuer
Restricted Stock Units
2016-09-09−3,036→ 0 total→ Common Stock (3,036 underlying) - Disposition to Issuer
Common Stock
2016-09-09$37.00/sh−5,430$200,910→ 0 total - Disposition to Issuer
Restricted Stock Units
2016-09-09−2,934→ 0 total→ Common Stock (2,934 underlying)
Footnotes (2)
- [F1]On September 9, 2016, pursuant to the Agreement and Plan of Merger among the issuer, OSI Systems, Inc. ("Buyer") and Apple Merger Sub, Inc., a wholly owned subsidiary of Buyer ("Merger Sub"), dated June 20, 2016 (the "Merger Agreement"), Merger Sub merged wth and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Buyer. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares automatically converted into the right to receive $37.00 per share in cash.
- [F2]This Restricted Stock Unit award (the "RSU") was assumed by Buyer and converted in the Merger into restricted stock units of Buyer ("Assumed RSUs") covering a number of shares of Buyer common stock equal to the product of (i) the total number of shares of issuer common stock then underlying such issuer RSU multiplied by (ii) the quotient obtained by dividing (x) $37.00 by (y) the average closing sales price for a share of Buyer common stock on Nasdaq for the ten (10) consecutive trading days ending with, and including, September 7, 2016. Each Assumed RSU is subject to the same terms and conditions as were applicable under such issuer RSU.