CVRS Corindus Vascular Robotics Inc

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)*

Corindus Vascular Robotics, Inc.

(Name of Issuer)

Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

218730109

(CUSIP Number)

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

October 29, 2019

(Date of Event which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 2 of 10 pages

Page 3 of 10 pages

This Amendment No. 4 (this “Amendment”) amends the Schedule 13D (the “Original 13D”) filed with the Securities and Exchange Commission (“SEC”) on March 10, 2017 and amended on March 16, 2017, October 17, 2017 and March 15, 2019. Unless otherwise stated herein, the Original 13D, as previously amended, remains in full force and effect. Terms used therein and not defined herein shall have the meanings ascribed thereto in the Original 13D, as amended.

As a result of the consummation of the transactions contemplated by the Merger Agreement (as defined below) on October 29, 2019, the Reporting Person ceased to be the beneficial owner of 5% or more of the Common Stock. The filing of this Amendment represents the final amendment to the Original 13D and constitutes an exit filing for the Reporting Person.

Item 2 is hereby amended and restated as follows:

(a) – (c); (f)

This Schedule 13D is being filed by Koninklijke Philips N.V., a corporation duly organized and existing under the laws of The Netherlands (“Philips” or the “Reporting Person”).

The Reporting Person is a leading health technology company. The address of the Reporting Person’s principal business and principal office is Philips Center, Amstelplein 2, 1096 BC, Amsterdam, The Netherlands.

The name, business address, present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and citizenship of each of the directors and executive officers of Philips is set forth in Schedule I hereto incorporated herein by reference.

(d) – (e) The Reporting Person has not or, to the knowledge of the Reporting Person, any of the other persons identified in this Item 2 has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 4 is hereby amended and restated as follows:

On August 7, 2019, the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Siemens Medical Solutions USA, Inc., a Delaware corporation (“SMS USA”) and Corpus Merger, Inc., a Delaware corporation and a wholly owned subsidiary of SMS USA (“Merger Sub”). On October 29, 2019 (the “Effective Time”), pursuant to, and on the terms and subject to the conditions of, the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of SMS USA. As a result of the consummation of the transactions contemplated by the Merger Agreement, the Reporting Person ceased to beneficially own 5% or more of the Common Stock.

Page 4 of 10 pages

At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Canceled Shares (as such term is defined in the Merger Agreement) and (ii) Dissenting Shares (as such term is defined in the Merger Agreement)) was converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to $4.28 (the “Common Stock Consideration”). In addition, options to purchase a share of Common Stock that were outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, were cancelled and converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the product of (x) the excess, if any, of the Common Stock Consideration over the per share exercise price of such option, and (y) the number of shares of Common Stock subject to such option (the “Options Consideration”).

References to, and the description of, the Merger Agreement as set forth herein are not intended to be complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which was filed as Exhibit 2.1 to the Form 8-K filed by the Issuer on August 8, 2019 and which is incorporated herein by reference.

Item 5 is hereby amended and restated as follows:

(a) – (b) Effective October 29, 2019, pursuant to the Merger Agreement, each share of Common Stock beneficially owned by the Reporting Person was converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the Common Stock Consideration and Options beneficially owned by the Reporting Person were also converted into the right to receive an amount in cash (without interest and less any applicable withholding taxes) equal to the Options Consideration. Accordingly, the Reporting Person no longer beneficially owns any Common Stock or Options.

(c) Other than as set forth above, no transactions in shares of Common Stock or Options were effected by the Reporting Person or, to the knowledge of the Reporting Person, any of the other persons named in Item 2 during the 60 days prior to the date of this Amendment.

(d) Not applicable.

(e) On October 29, 2019, the transactions contemplated by the Merger Agreement were consummated and resulted in the Reporting Person ceasing to beneficially own 5% or more of the Common Stock. Accordingly, this is an exit filing, and the Reporting Person’s final amendment to the Original 13D.

Item 6 is hereby amended and supplemented as follows by adding the following paragraph to the end of Item 6:

In connection with the transactions contemplated by the Merger Agreement, the 2014 Registration Rights Agreement and 2017 Registration Rights Agreement terminated.

Page 5 of 10 pages

Exhibit 99.1 – Agreement and Plan of Merger (incorporated by reference to Exhibit 2.1 to the Issuer’s Form 8-K, filed with the SEC on August 8, 2019)

Page 6 of 10 pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this Schedule 13D is true, complete and correct.

Dated: October 31, 2019

Page 7 of 10 pages

SCHEDULE I¹

Supervisory Board of Philips

Page 8 of 10 pages

Executive Officers of Philips

Page 9 of 10 pages

Page 10 of 10 pages

EXHIBIT INDEX