CYBERONICS INC 4
4 · CYBERONICS INC · Filed Oct 19, 2015
Insider Transaction Report
Form 4
CYBERONICS INCCYBX
Hoare Rohan
SR VP Strategic Planning
Transactions
- Disposition to Issuer
Option to purchase common stock
2015-10-19−9,972→ 18,968 totalExercise: $51.53From: 2015-10-19Exp: 2015-10-19→ Common Stock (9,972 underlying) - Tax Payment
Common Stock
2015-10-19−1,228→ 8,569 total - Tax Payment
Common Stock
2015-10-19−1,064→ 7,505 total - Disposition to Issuer
Common Stock
2015-10-19−7,505→ 0 total - Disposition to Issuer
Option to purchase common stock
2015-10-19−18,968→ 0 totalExercise: $57.39From: 2015-10-19Exp: 2015-10-19→ Common Stock (18,968 underlying)
Footnotes (3)
- [F1]Pursuant to the terms of the definitive Transaction Agreement (the "Transaction Agreement"), dated as of March 23, 2015 by and among Cyberonics, Inc., Sorin, S.p.A., a joint stock company organized under the laws of Italy, LivaNova PLC, a public limited company incorporated under the laws of England and Wales and Cypher Merger Sub, Inc., a Delaware corporation providing for the business combination between Cyberonics, Inc. and Sorin S.p.A. under LivaNova PLC as the resulting holding company, upon completion of such business combination transactions contemplated thereunder, each share of Cyberonics, Inc. common stock was converted into the right to receive one ordinary share of LivaNova PLC.
- [F2]Pursuant to the terms of the Transaction Agreement, upon completion of the business combination transactions contemplated thereunder, each outstanding share of Cyberonics, Inc. restricted stock accelerated and fully vested in accordance with the terms of the Transaction Agreement and was converted into, and exchanged for one ordinary share of LivaNova PLC (less applicable taxes required to be withheld). The referenced shares were withheld from distribution. Such shares were forfeited and the associated value was used to offset the tax liability.
- [F3]Pursuant to the terms of the Transaction Agreement, upon completion of the business combination transactions contemplated thereunder, each other Cyberonics option held by Rohan J. Hoare became fully vested and was cancelled and converted into an option to purchase one ordinary share of LivaNova PLC.