4//SEC Filing
SILVERSTEIN JONATHAN 4
Accession 0001209191-19-057945
CIK 0001343304other
Filed
Nov 24, 7:00 PM ET
Accepted
Nov 25, 4:36 PM ET
Size
12.3 KB
Accession
0001209191-19-057945
Insider Transaction Report
Form 4
AVEDRO INCAVDR
SILVERSTEIN JONATHAN
Director10% Owner
Transactions
- Disposition to Issuer
Common Stock
2019-11-21−4,240,128→ 0 total(indirect: See Footnote) - Disposition to Issuer
Stock Option (right to buy)
2019-11-21−8,314→ 0 totalExercise: $12.73Exp: 2029-01-08→ Common Stock (8,314 underlying) - Disposition to Issuer
Restricted Stock Units
2019-11-21−3,005→ 0 total→ Common Stock (3,005 underlying)
Footnotes (6)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of August 7, 2019, by and among Avedro, Inc. (the "Issuer"), Glaukos Corporation ("Parent") and Atlantic Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on November 21, 2019, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer continuing as the surviving corporation. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer ("Issuer Common Stock") that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive 0.365 of a share of Parent's common stock ("Parent Common Stock"). The closing price of shares of the Parent Common Stock on November 21, 2019 was $63.07 per share.
- [F2]These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP VI. By virtue of such relationships, GP VI and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI noted above and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a member of Advisors.
- [F3]Each of GP VI, Advisors, and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose.
- [F4]At the Effective Time, each outstanding and unexercised option to purchase Issuer Common Stock (whether vested or unvested) immediately prior to the Effective Time, was assumed by Parent and converted into an option to purchase shares of Parent Common Shares (rounded down to the nearest whole share) using a conversion ratio designed to preserve the intrinsic value of such option of Issuer.
- [F5]Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
- [F6]At the Effective Time, each outstanding restricted stock unit ("Issuer RSU") (excluding any Issuer RSU that vested prior to or as a result of the consummation of the Merger and which settled in shares of Issuer Common Stock that were converted into the right to receive shares of Parent Common Stock as a result of the Merger) was assumed by Parent and converted into the right to receive shares of Parent Common Stock (rounded down to the nearest whole share) using a conversion ratio designed to preserve the intrinsic value of such Issuer RSU.
Documents
Issuer
AVEDRO INC
CIK 0001343304
Entity typeother
Related Parties
1- filerCIK 0001171005
Filing Metadata
- Form type
- 4
- Filed
- Nov 24, 7:00 PM ET
- Accepted
- Nov 25, 4:36 PM ET
- Size
- 12.3 KB