SEC Form 4 · accession 0001276591-16-000057
HANSEN MEDICAL INC · HNSN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert O Cathcart
Officer — SVP, Global Sales
Period of report
Jul 27, 2016
Accepted (ET)
Jul 29, 2016 · 8:23 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001276591
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Jul 27, 2016 | M | 17,478 | $0.00 | A | 18,199 | D | |
| Common Stock | Jul 27, 2016 | D | 18,199 | $4.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF2,F3 | — | Jul 27, 2016 | M | 17,478 | D | — | — | Common Stock | 17,478 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to an Agreement and Plan of Merger entered into as of April 19, 2016 (the "Merger Agreement") with Auris Surgical Robotics, Inc., a Delaware corporation ("Parent") and Pineco Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), providing for the merger of Merger Sub with and into the Company (the "Merger"), providing for payment of $4.00 per share for all outstanding shares, without interest.
- F2Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit.
- F3The shares represent all of Mr. Cathcart's restricted stock units that were accelerated in connection with the Merger. The units became fully vested immediately prior to the effective time of the Merger in accordance with the terms of the Merger and consistent with Mr. Cathcart's retention agreement.