4//SEC Filing
Holthe David 4
Accession 0001181431-13-013420
CIK 0001171298other
Filed
Feb 27, 7:00 PM ET
Accepted
Feb 28, 6:41 PM ET
Size
10.6 KB
Accession
0001181431-13-013420
Insider Transaction Report
Form 4
Holthe David
Director
Transactions
- Award
Common Stock
2013-02-26+61,719→ 61,719 total - Award
Common Stock
2013-02-26+5,435,993→ 5,435,993 total(indirect: By LLC) - Award
Common Stock
2013-02-26+34,782→ 96,501 total
Footnotes (6)
- [F1]Received in exchange for membership interest units (the "Units") of Sound Surgical Technologies LLC ("Target") owned by the Reporting Person in connection with the merger of Target into Issuer (the "Merger"). Includes 3,630 shares which are currently being held in escrow and are subject to forfeiture during the 12-month period following the Merger to satisfy claims arising from Target's breach of any of its representations and warranties in the Merger Agreement (as defined below).
- [F2]The Merger Agreement further provides that the former members of Target, including Mr. Holthe and Inlign CP III, LLC ("Inlign"), will receive additional shares of Issuer common stock if Target's revenue between January 1, 2013 and December 31, 2013 exceeds $23,100,000 (the "Earn-Out Right"). Mr. Holthe and Inlign's right to receive additional shares pursuant to the Earn-Out Right became fixed and irrevocable on February 26, 2013, the effective date of the Merger.
- [F3]Details regarding the consideration received by Issuer for these shares, including the value of such consideration, are provided for in the Agreement and Plan of Merger entered into as of January 29, 2013 by and among Issuer, Target and other parties thereto (the "Merger Agreement"). The Merger Agreement placed a value on the Issuer's common stock of $2.62, which was the volume-weighted average of the closing sales prices for Issuer's common stock on the NASDAQ Stock Market for a specified period prior to the date of the Merger Agreement.
- [F4]Received in exchange for Units of Target held by Inlign in connection with the Merger. Includes 319,709 shares which are currently being held in escrow and are subject to forfeiture during the 12-month period following the Merger to satisfy claims arising from Target's breach of any of its representations and warranties in the Merger Agreement.
- [F5]Mr. Holthe is a managing director of Inlign. As such, Mr. Holthe may be deemed to share voting and dispositive power with regard to the shares held directly by Inlign. Mr. Holthe disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report will not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purposes.
- [F6]Deemed acquired pursuant to a grant of restricted stock units. Each restricted stock unit represents a contingent right to receive one (1) share of Issuer's common stock. The restricted stock units vest in three annual installments as follows: February 26, 2014, February 26, 2015 and February 26, 2016. Vested shares of the Issuer's common stock will be delivered to the Reporting Person on each such date, provided the Reporting Person continues to provide services to the Issuer as of each such dates.
Documents
Issuer
SOLTA MEDICAL INC
CIK 0001171298
Entity typeother
Related Parties
1- filerCIK 0001570458
Filing Metadata
- Form type
- 4
- Filed
- Feb 27, 7:00 PM ET
- Accepted
- Feb 28, 6:41 PM ET
- Size
- 10.6 KB