Statement of Changes in Beneficial Ownership (4)
October 31 2019 - 3:51PM
Edgar (US Regulatory)
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FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Teany Douglas |
2. Issuer Name and Ticker or Trading Symbol
Corindus Vascular Robotics, Inc.
[
CVRS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
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(Last)
(First)
(Middle)
309 WAVERLY OAKS ROAD, SUITE 105, C/O CORINDUS VASCULAR ROBOTICS, INC. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/29/2019
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(Street)
WALTHAM, MA 02452
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-qualified stock option (right to buy)
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$0.991
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10/29/2019
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D (1)
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400000
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(2)
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3/21/2026
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Common Stock
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400000
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$3.289 (3)
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0
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D
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Non-qualified stock option (right to buy)
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$1.17
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10/29/2019
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D (1)
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100000
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(4)
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4/7/2027
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Common Stock
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100000
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$3.11 (3)
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0
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D
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Non-qualified stock option (right to buy)
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$1.05
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10/29/2019
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D (1)
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125000
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(5)
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2/2/2028
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Common Stock
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125000
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$3.23 (3)
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0
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D
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Non-qualified stock option (right to buy)
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$0.89
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10/29/2019
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D (1)
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500000
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(6)
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6/14/2028
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Common Stock
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500000
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$3.39 (3)
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0
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D
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Non-qualified stock option (right to buy)
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$1.2
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10/29/2019
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D (1)
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250000
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(7)
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1/31/2029
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Common Stock
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250000
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$3.08 (3)
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0
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D
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Explanation of Responses:
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| (1)
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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").
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| (2)
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This option provided for vesting over a period of four years, with the first 25% vesting on March 21, 2017 and the remaining 75% vesting in 36 equal monthly installments at the end of every month thereafter.
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| (3)
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At the effective time of the Merger (the "Effective Time"), which occurred on October 29, 2019, 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.
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| (4)
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This option provided for vesting over a period of four years, with the first 25% vesting on April 7, 2018 and the remaining 75% vesting in 36 equal monthly installments at the end of every month thereafter.
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| (5)
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This option provided for vesting over a period of four years, with the first 25% vesting on February 2, 2019 and the remaining 75% vesting in 36 equal monthly installments at the end of every month thereafter.
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| (6)
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This option provided for vesting over a period of four years, with the first 25% vesting on June 15, 2019 and the remaining 75% vesting in 36 equal monthly installments at the end of every month thereafter.
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| (7)
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This option provided for vesting over a period of four years, with the first 25% vesting on February 1, 2020 and the remaining 75% vesting in 36 equal monthly installments at the end of every month thereafter.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Teany Douglas
309 WAVERLY OAKS ROAD, SUITE 105
C/O CORINDUS VASCULAR ROBOTICS, INC.
WALTHAM, MA 02452
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Chief Operating Officer
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Signatures
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/s/ Douglas Teany
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10/31/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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