Hammers Darin 4
4 · COGENTIX MEDICAL INC /DE/ · Filed Apr 23, 2018
Insider Transaction Report
Form 4
Hammers Darin
Sr VP Global Sales & Marketing
Transactions
- Disposition from Tender
Common Stock
2018-04-20$3.85/sh−178,017$685,365→ 200,576 total - Disposition to Issuer
Common Stock
2018-04-23$3.85/sh−200,576$772,218→ 0 total - Disposition to Issuer
Common Stock
2018-04-23$2.21/sh−100,000$221,000→ 0 totalExercise: $1.64From: 2015-04-27Exp: 2022-04-27→ Common Stock (100,000 underlying) - Disposition to Issuer
Common Stock
2018-04-23$0.23/sh−72,662$16,712→ 0 totalExercise: $3.62From: 2013-02-11Exp: 2020-02-11→ Common Stock (72,662 underlying) - Disposition to Issuer
Common Stock
2018-04-23$2.82/sh−100,000$282,000→ 0 totalExercise: $1.03From: 2016-06-29Exp: 2023-06-29→ Common Stock (100,000 underlying) - Disposition to Issuer
Common Stock
2018-04-02$2.71/sh−300,000$813,000→ 0 totalExercise: $1.14From: 2016-07-11Exp: 2023-07-11→ Common Stock (300,000 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2018-04-23$2.20/sh−359,589$791,096→ 0 totalExercise: $1.65From: 2017-05-19Exp: 2027-05-19→ Common Stock (359,589 underlying)
Footnotes (3)
- [F1]On April 20, 2018, these shares were purchased in a tender offer for all of the issued and outstanding shares of common stock, par value $0.01 per share, of Cogentix Medical, Inc. (the Company") by Camden Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of LM US Parent, Inc. and Laborie Medical Technologies Canada ULC, pursuant to the Agreement and Plan of Merger dated as of March 11, 2018 (the "Merger Agreement").
- [F2]Pursuant to the Merger Agreement, upon the effectiveness of the merger of Merger Sub with and into the Company (the "Merger"), these shares of restricted stock were cancelled and converted into the right to receive a cash payment of $3.85 per share, net to the reporting person in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").
- [F3]Pursuant to the Merger Agreement, upon effectiveness of the Merger, these options were cancelled and converted into the right to receive a cash payment equal to the product of (A) the total number of shares subject to such option and (B) the excess, if any, of the Merger Consideration over the exercise price per share.