4//SEC Filing
Cannon Louis A 4
Accession 0001387131-19-008136
CIK 0001528557other
Filed
Oct 30, 8:00 PM ET
Accepted
Oct 31, 4:52 PM ET
Size
27.9 KB
Accession
0001387131-19-008136
Insider Transaction Report
Form 4
Cannon Louis A
Director
Transactions
- Disposition to Issuer
Common Stock
2019-10-29$4.28/sh−303,440$1,298,723→ 0 total - Disposition to Issuer
Non-qualified stock option (right to buy)
2019-10-29$2.60/sh−17,857$46,428→ 0 totalExercise: $1.68Exp: 2027-06-21→ Common Stock (17,857 underlying) - Disposition to Issuer
Non-qualified stock option (right to buy)
2019-10-29$2.43/sh−5,566$13,525→ 0 totalExercise: $1.85Exp: 2027-06-25→ Common Stock (5,566 underlying) - Disposition to Issuer
Series A-1 Preferred Stock
2019-10-29$85.60/sh−7,798.609$667,561→ 0 total(indirect: See footnote)Exercise: $1.25→ Common Stock (115,972 underlying) - Disposition to Issuer
Common Stock Purchase Warrant
2019-10-29$2.88/sh−350,000$1,008,000→ 0 total(indirect: See footnote)Exercise: $1.40From: 2018-09-16Exp: 2028-03-16→ Common Stock (350,000 underlying) - Disposition to Issuer
Non-qualified stock option (right to buy)
2019-10-29$2.60/sh−5,332$13,863→ 0 totalExercise: $1.68Exp: 2027-06-21→ Common Stock (5,332 underlying) - Disposition to Issuer
Series A Preferred Stock
2019-10-29$85.60/sh−40,000$3,424,000→ 0 total(indirect: See footnote)Exercise: $1.25→ Common Stock (800,000 underlying) - Disposition to Issuer
Common Stock
2019-10-29$4.28/sh−7,557,436$32,345,826→ 0 total(indirect: See footnote) - Disposition to Issuer
Non-qualified stock option (right to buy)
2019-10-29$3.31/sh−3,607$11,938→ 0 totalExercise: $0.97Exp: 2027-11-01→ Common Stock (3,607 underlying) - Disposition to Issuer
Common Stock
2019-10-29$4.28/sh−573,798$2,455,855→ 0 total(indirect: See footnote)
Footnotes (14)
- [F1]On October 29, 2019, Siemens Medical Solutions USA, Inc., a Delaware corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Corpus Merger Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of August 7, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").
- [F10]The holders of shares of Series A Preferred Stock and Series A-1 Preferred Stock may have, at any time and from time to time, at such holder's option, converted all or any portion of such holder's shares of Series A Preferred Stock or Series A-1 Preferred Stock into fully paid and non-assessable shares of the Issuer's common stock.
- [F11]The Series A Preferred Stock and Series A-1 Preferred Stock were perpetual and therefore had no expiration date.
- [F12]At the Effective Time, each outstanding share of the Issuer's Series A Preferred Stock automatically converted into the right to receive $85.60, without interest and less any applicable withholding taxes.
- [F13]At the Effective Time, each outstanding share of the Issuer's Series A-1 Preferred Stock automatically converted into the right to receive $85.60, without interest and less any applicable withholding taxes.
- [F14]At the Effective Time, each outstanding warrant to purchase shares of the Issuer's common stock automatically converted into the right to receive a cash payment (without interest) equal to (i) the product of (a) the excess, if any, of (1) $4.28 over (2) the per share exercise price of such warrant, and (b) the number of shares of the Issuer's common stock subject to such warrant as of the Effective Time, less (ii) any applicable withholding taxes.
- [F2]These shares represent 282,703 shares of the Issuer's common stock and 20,737 restricted stock units ("RSUs").
- [F3]At the effective time of the Merger (the "Effective Time"), which occurred on October 29, 2019, each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $4.28 in cash, without interest and less any applicable withholding taxes.
- [F4]At the Effective Time, each outstanding RSU converted into the right to receive a cash payment equal to the product of (i) $4.28 and (ii) the number of shares of the Issuer's common stock underlying the RSU as of the Effective Time, without interest and net of any applicable withholding taxes.
- [F5]Of the 282,703 shares of the Issuer's common stock, 175,801 were held in Cardiac & Vascular Research Center 401k FBO Louis A Cannon; the remaining shares were held directly.
- [F6]Securities were directly owned by BioStar Ventures III-XF, L.P. Dr. Cannon is the founder and Senior Managing Director of BioStar Ventures III-XF, L.P. and, as such, may be deemed to beneficially own the securities held of record by BioStar Ventures III-XF, L.P. for purposes of Rule 16a-1(a). Dr. Cannon disclaims any beneficial ownership of the securities reported except to the extent of any pecuniary interest therein.
- [F7]Securities were directly owned by BioStar Ventures III, L.P. Dr. Cannon is the founder and Senior Managing Director of BioStar Ventures III, L.P. and, as such, may be deemed to beneficially own the securities held of record by BioStar Ventures III, L.P. for purposes of Rule 16a-1(a). Dr. Cannon disclaims any beneficial ownership of the securities reported except to the extent of any pecuniary interest therein.
- [F8]This option provided for vesting over a period of three years with 33.33% vesting on the first anniversary of issuance and 8.334% vesting at the end of each calendar quarter thereafter.
- [F9]At the Effective Time, each outstanding and unexercised option to purchase shares of the Issuer's common stock automatically converted into the right to receive a cash payment equal to the product of (i) the excess, if any, of $4.28 over the per share exercise price of such option, and (ii) the number of shares of the Issuer's common stock subject to such option as of the Effective Time, without interest and net of any applicable withholding taxes.
Documents
Issuer
Corindus Vascular Robotics, Inc.
CIK 0001528557
Entity typeother
Related Parties
1- filerCIK 0001700257
Filing Metadata
- Form type
- 4
- Filed
- Oct 30, 8:00 PM ET
- Accepted
- Oct 31, 4:52 PM ET
- Size
- 27.9 KB