Patient Safety Technologies, Inc 4
4 · Patient Safety Technologies, Inc · Filed Mar 26, 2014
Insider Transaction Report
Form 4
Francis, John P.
Director10% Owner
Transactions
- Disposition to Issuer
Series B Convertible Preferred Stock, par value $1.00
2014-03-24$296.00/sh−11,628$3,441,888→ 0 total(indirect: see note) - Disposition to Issuer
Common Stock, par value $0.0001
2014-03-24$2.22/sh−3,206,840$7,119,185→ 0 total(indirect: see note)
Footnotes (2)
- [F1]Represents (i) 152,640 shares of Common Stock beneficially owned by Francis Capital Management, LLC, a California limited liability company ("FCM"), (ii) 1,488,864 shares of Common Stock held of record by Catalysis Partners, LLC and (iii) 1,565,336 shares of Common Stock held of record by Catalysis Offshore Ltd. John P. Francis is the managing member of FCM, which is the managing member of Catalysis Partners, LLC and the investment manager of Catalysis Offshore Ltd. FCM has sole voting and investment power over the shares held of record by Catalysis Partners, LLC and Catalysis Offshore Ltd. Mr. Francis disclaims beneficial ownership of the shares of Common Stock held of record by each of Catalysis Partners, LLC, Catalysis Offshore Ltd. and FCM.
- [F2]On December 31, 2013, Patient Safety Technologies, Inc. ("Patient Safety"), Styker Corporation ("Stryker") and PS Merger Sub Inc., a wholly owned subsidiary of Stryker ("Purchaser"), entered into an agreement (the "Merger Agreement") pursuant to which Purchaser was merged into Patient Safety and ceased to exist and Patient Safety remained as the surviving corporation and a wholly owned subsidiary of Stryker (the "Merger"). Pursuant to the Merger Agreement, at the effective time each holder of Patient Safety Common Stock would receive $2.22 per share, each holder of Patient Safety Series A Convertible Preferred Stock would receive $100.00 per share and each holder of Patient Safety Series B Convertible Preferred Stock would receive $296.00 per share. The Merger was consummated on March 24, 2014.