4//SEC Filing
THOMAS PAUL 4
Accession 0001415889-22-013000
CIK 0000815094other
Filed
Dec 26, 7:00 PM ET
Accepted
Dec 27, 5:21 PM ET
Size
10.4 KB
Accession
0001415889-22-013000
Insider Transaction Report
Form 4
ABIOMED INCNASD
THOMAS PAUL
Director
Transactions
- Disposition to Issuer
Common Stock, $.01 par value
2022-12-22−6,357→ 0 total
Footnotes (2)
- [F1]Disposed in connection with transactions contemplated by the Agreement and Plan of Merger, dated as of October 31, 2022 (the "Merger Agreement"), by and among the Issuer, Johnson & Johnson ("Parent") and Athos Merger Sub, Inc. ("Merger Sub"), pursuant to which, on December 22, 2022, Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. As a result of the Merger, each outstanding share of common stock, par value $0.01 per share, of the Issuer (each, an "Issuer Share") was automatically converted into the right to receive (i) an amount in cash equal to $380.00 (the "Cash Amount"), plus (ii) one non-tradeable contingent value right (the "CVR"), representing the right to receive contingent payments of up to $35.00 per Issuer Share, payable upon the achievement of certain specified milestones set out in the Contingent Value Rights Agreement.
- [F2]Pursuant to the Merger Agreement, each award of restricted stock units of the Issuer, excluding any award of restricted stock units with vesting subject to performance-based conditions ("Company RSU Award"), outstanding as of immediately prior to the Effective Time was canceled and converted into the right to receive (i) an amount in cash, without interest, equal to the product of (A) the aggregate number of Issuer Shares underlying such Company RSU Award and (B) the Cash Amount and (ii) one CVR per Issuer Share.
Documents
Issuer
ABIOMED INC
CIK 0000815094
Entity typeother
Related Parties
1- filerCIK 0001166776
Filing Metadata
- Form type
- 4
- Filed
- Dec 26, 7:00 PM ET
- Accepted
- Dec 27, 5:21 PM ET
- Size
- 10.4 KB