4//SEC Filing
HEC Management GP LLC 4
Accession 0001567619-19-020234
CIK 0001528557other
Filed
Oct 30, 8:00 PM ET
Accepted
Oct 31, 4:32 PM ET
Size
20.5 KB
Accession
0001567619-19-020234
Insider Transaction Report
Form 4
Hudson Executive Capital LP
10% Owner
Transactions
- Disposition to Issuer
Series A Preferred Stock
2019-10-29$85.60/sh−540,000$46,224,000→ 0 total(indirect: See Footnote)Exercise: $1.25→ Common Stock (10,800,000 underlying) - Disposition to Issuer
Common Stock Purchase Warrant
2019-10-29$4.28/sh−4,725,000$20,223,000→ 0 total(indirect: See Footnote)Exercise: $1.40From: 2018-09-16Exp: 2028-03-16→ Common Stock (4,725,000 underlying) - Disposition to Issuer
Common Stock
2019-10-29$4.28/sh−106,219$454,617→ 0 total(indirect: See Footnote) - Disposition to Issuer
Common Stock
2019-10-29$4.28/sh−14,235,545$60,928,133→ 0 total(indirect: See Footnote) - Disposition to Issuer
Series A-1 Preferred Stock
2019-10-29$85.60/sh−105,281.218$9,012,072→ 0 total(indirect: See Footnote)Exercise: $1.25→ Common Stock (2,192,605.218 underlying)
HEC Management GP LLC
10% Owner
Transactions
- Disposition to Issuer
Common Stock
2019-10-29$4.28/sh−14,235,545$60,928,133→ 0 total(indirect: See Footnote) - Disposition to Issuer
Series A-1 Preferred Stock
2019-10-29$85.60/sh−105,281.218$9,012,072→ 0 total(indirect: See Footnote)Exercise: $1.25→ Common Stock (2,192,605.218 underlying) - Disposition to Issuer
Common Stock
2019-10-29$4.28/sh−106,219$454,617→ 0 total(indirect: See Footnote) - Disposition to Issuer
Series A Preferred Stock
2019-10-29$85.60/sh−540,000$46,224,000→ 0 total(indirect: See Footnote)Exercise: $1.25→ Common Stock (10,800,000 underlying) - Disposition to Issuer
Common Stock Purchase Warrant
2019-10-29$4.28/sh−4,725,000$20,223,000→ 0 total(indirect: See Footnote)Exercise: $1.40From: 2018-09-16Exp: 2028-03-16→ Common Stock (4,725,000 underlying)
Footnotes (12)
- [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]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.
- [F11]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.
- [F12]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 85,482 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]In addition to Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), this Form 4 is being filed jointly by HEC Management GP LLC, a Delaware limited liability company ("Management GP", together with Hudson Executive, the "Reporting Persons"), which has the same business address as Hudson Executive and may be deemed to have had a pecuniary interest in the securities reported on this Form 4 (the "Subject Securities").
- [F6]Hudson Executive, as the investment adviser to certain affiliated investment funds, may be deemed to have been the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. Management GP, as the general partner of Hudson Executive, may be deemed to have been the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Douglas L. Braunstein, a citizen of the United States of America, as Managing Partner of Hudson Executive and Managing Member of Management GP, may be deemed to have been the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) and Hudson Executive and Management GP may be deemed to have been the beneficial owner of the Subject Securities held by Mr. Braunstein.
- [F7]Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
- [F8]The holders of shares of Series A Preferred Stock and Series A-1 Preferred Stock had the right, at any time and from time to time, at such holder's option, to convert 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.
- [F9]The Series A Preferred Stock and Series A-1 Preferred Stock were perpetual and therefore had no expiration date.
Documents
Issuer
Corindus Vascular Robotics, Inc.
CIK 0001528557
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001700567
Filing Metadata
- Form type
- 4
- Filed
- Oct 30, 8:00 PM ET
- Accepted
- Oct 31, 4:32 PM ET
- Size
- 20.5 KB