4//SEC Filing
CYBERONICS INC 4
Accession 0001140361-15-037978
CIK 0000864683operating
Filed
Oct 18, 8:00 PM ET
Accepted
Oct 19, 4:50 PM ET
Size
22.9 KB
Accession
0001140361-15-037978
Insider Transaction Report
Form 4
CYBERONICS INCCYBX
Alch Darren
VP & Asst Secretary
Transactions
- Tax Payment
Common Stock
2015-10-19−476→ 9,164 total - Disposition to Issuer
Option to purchase common stock
2015-10-19−6,358→ 8,491 totalExercise: $51.90From: 2015-10-19Exp: 2015-10-19→ Common Stock (6,358 underlying) - Tax Payment
Common Stock
2015-10-19−24→ 9,640 total - Disposition to Issuer
Option to purchase Common Stock
2015-10-19−7,778→ 20,410 totalExercise: $25.71From: 2015-10-19Exp: 2015-10-19→ Common Stock (7,778 underlying) - Disposition to Issuer
Option to purchase common stock
2015-10-19−5,561→ 14,849 totalExercise: $42.52From: 2015-10-19Exp: 2015-10-19→ Common Stock (5,561 underlying) - Tax Payment
Common Stock
2015-10-19−790→ 9,688 total - Disposition to Issuer
Option to purchase common stock
2015-10-19−2,344→ 28,188 totalExercise: $24.33From: 2015-10-19Exp: 2015-10-19→ Common Stock (2,344 underlying) - Disposition to Issuer
Common Stock
2015-10-19−9,164→ 0 total - Disposition to Issuer
Option to purchase common stock
2015-10-19−57.39→ 0 totalExercise: $57.39From: 2015-10-19Exp: 2015-10-19→ Common Stock (8,491 underlying) - Tax Payment
Common Stock
2015-10-19−24→ 9,664 total
Footnotes (4)
- [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 Cyberonics, Inc. option held by Darren W. Alch granted prior to January 1, 2013 was cancelled in accordance with the terms of the Transaction Agreement in exchange for an amount in cash equal to (rounded down to the nearest whole cent) the excess, if any, of (a) $65.8829 over (b) the per share exercise price of such option immediately prior to the closing of the business combination transactions (less applicable taxes required to be withheld).
- [F4]Pursuant to the terms of the Transaction Agreement, upon completion of the business combination transactions contemplated thereunder, each other Cyberonics option held by Darren W. Alch became fully vested and was cancelled and converted into an option to purchase one ordinary share of LivaNova PLC.
Documents
Issuer
CYBERONICS INC
CIK 0000864683
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000864683
Filing Metadata
- Form type
- 4
- Filed
- Oct 18, 8:00 PM ET
- Accepted
- Oct 19, 4:50 PM ET
- Size
- 22.9 KB