SEC Form 4 · accession 0001140361-17-008624
VASCULAR SOLUTIONS INC · VASC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Howard Root
Officer — Chief Executive Officer · Director
Period of report
Feb 17, 2017
Accepted (ET)
Feb 22, 2017 · 4:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001030206
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 17, 2017 | D | 319,772 | — | D | 0 | D | |
| Common Stock | holding | — | — | — | 319,772 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2,F3,F4,F5 | — | Feb 17, 2017 | D | 360,000 | D | — | Jan 27, 2022 | Common Stock | 360,000 | 0 | D |
Explanation of responses
- F1In connection with the merger of Issuer and a subsidiary of Teleflex Incorporated (the "Merger") pursuant to an agreement and plan of merger dated December 1, 2016, all shares of Issuer common stock were canceled and automatically converted into the right to receive $56.00 per share in cash, without interest and less any applicable withholding taxes.
- F290,000 shares, which vested on January 27, 2014 with an exercise price of $12.03 per share, were canceled pursuant to the Merger in exchange for a cash payment of $43.97 per share, or $3,957,300 in aggregate, which represents the difference between the exercise price of the option and the merger consideration per share ($56.00) multiplied by the total number of shares underlying the option, less any applicable withholding taxes.
- F390,000 shares, which vested on January 27, 2015 with an exercise price of $13.03 per share, were canceled pursuant to the Merger in exchange for a cash payment of $42.97 per share, or $3,867,300 in aggregate, which represents the difference between the exercise price of the option and the merger consideration per share ($56.00) multiplied by the total number of shares underlying the option, less any applicable withholding taxes.
- F490,000 shares, which vested on January 27, 2016 with an exercise price of $14.03 per share, were canceled pursuant to the Merger in exchange for a cash payment of $41.97 per share, or $3,777,300 in aggregate, which represents the difference between the exercise price of the option and the merger consideration per share ($56.00) multiplied by the total number of shares underlying the option, less any applicable withholding taxes.
- F590,000 shares, which vested on January 27, 2017 with an exercise price of $15.03 per share, were canceled pursuant to the Merger in exchange for a cash payment of $40.97 per share, or $3,687,300 in aggregate, which represents the difference between the exercise price of the option and the merger consideration per share ($56.00) multiplied by the total number of shares underlying the option, less any applicable withholding taxes.