4//SEC Filing
ST JUDE MEDICAL, LLC 4
Accession 0001179110-17-000590
CIK 0000203077operating
Filed
Jan 5, 7:00 PM ET
Accepted
Jan 6, 1:14 PM ET
Size
23.6 KB
Accession
0001179110-17-000590
Insider Transaction Report
Form 4
Ebeling Philip
VP, Chief Technology Officer
Transactions
- Disposition to Issuer
Common Stock
2017-01-04−3,113→ 0 total - Disposition to Issuer
Stock Options (Right to Buy)
2017-01-04−3,333→ 0 totalExercise: $34.96From: 2012-12-17Exp: 2019-12-12→ Common Stock (3,333 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2017-01-04−8,799→ 0 totalExercise: $59.41From: 2014-12-17Exp: 2021-12-10→ Common Stock (8,799 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2017-01-04−11,264→ 0 totalExercise: $35.27From: 2013-12-17Exp: 2020-12-10→ Common Stock (11,264 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2017-01-04−12,740→ 0 totalExercise: $69.08From: 2015-12-17Exp: 2022-12-08→ Common Stock (12,740 underlying) - Disposition to Issuer
Stock Options (Right to Buy)
2017-01-04−34,376→ 0 totalExercise: $61.62From: 2016-12-17Exp: 2023-12-07→ Common Stock (34,376 underlying) - Disposition to Issuer
Restricted Stock Units
2017-01-04−502→ 0 total→ Common Stock (502 underlying) - Disposition to Issuer
Restricted Stock Units
2017-01-04−938→ 0 total→ Common Stock (938 underlying) - Disposition to Issuer
Restricted Stock Units
2017-01-04−2,736→ 0 total→ Common Stock (2,736 underlying)
Footnotes (4)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger, dated April 27, 2016, by and among Abbott Laboratories ("Abbott"), the Issuer, Vault Merger Sub, Inc. and Vault Merger Sub, LLC (the "Merger Agreement"), each share of Issuer Common Stock was cancelled in exchange for $46.75 in cash and 0.8708 of a share of Abbott Common Stock (the "Merger Consideration"), less any applicable withholding taxes, and provided that cash is payable in respect of any fractional shares of Abbott stock.
- [F2]Pursuant to the terms of the Merger Agreement, each option that was fully vested and exercisable immediately prior to the Mergers was deemed exercised pursuant to a cashless exercise and settled by issuance of a number of shares of Issuer Common Stock ("Net Exercise Shares") equal to the excess (rounded down to the nearest whole share, but with any partial shares otherwise issuable settled in cash) of (i) the number of Issuer shares of Common Stock subject to such option immediately prior to the Mergers over (ii) the number of whole and partial (computed to the nearest four decimal places) Issuer shares of Common Stock that, when multiplied by the Company equity plan-defined FMV, is equal to the aggregate exercise price of the exercised options. Each Net Exercise Share was then canceled and converted into the right to receive the Merger Consideration, less any applicable withholding taxes.
- [F3]Each option provided for vesting in four equal installments on December 17 commencing on the date shown in the table. Pursuant to the Merger Agreement, the vested options were treated as set forth in note (2). The unvested options were assumed by Abbott and converted into an option to acquire the number of shares of Abbott Common Stock equal to the product (rounded down to the nearest whole share) of (i) the number of shares of Issuer Common Stock subject to such option immediately prior to the Mergers multiplied by (ii) the Stock Award Exchange Ratio (as defined in the Merger Agreement), at an exercise price per share of Abbott stock equal to the quotient (rounded up to the nearest whole cent) of (A) the per share exercise price for the shares of Issuer Common Stock subject to such option immediately prior to the Mergers divided by (B) the Stock Award Exchange Ratio.
- [F4]Pursuant to the Merger Agreement, each unvested restricted stock unit was assumed by Abbott and converted into restricted stock units for the number of shares of Abbott Common Stock equal to the product (rounded to the nearest whole share) of (i) the number of shares of Issuer Common Stock subject to such restricted stock unit immediately prior to the Mergers multiplied by (ii) the Stock Award Exchange Ratio.
Documents
Issuer
ST JUDE MEDICAL, LLC
CIK 0000203077
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000203077
Filing Metadata
- Form type
- 4
- Filed
- Jan 5, 7:00 PM ET
- Accepted
- Jan 6, 1:14 PM ET
- Size
- 23.6 KB