SEC Form 4 · accession 0001246360-19-000765
NxStage Medical, Inc. · NXTM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Winifred L Swan
Officer — SVP and General Counsel
Period of report
Feb 21, 2019
Accepted (ET)
Feb 25, 2019 · 5:49 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001333170
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Feb 21, 2019 | D | 13,077 | $30.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy) | $11.03 | Feb 21, 2019 | D | 11,542 | D | Apr 4, 2013 | Mar 3, 2023 | Common Stock | 11,542 | 0 | D |
| Stock Option (Right to Buy) | $14.66 | Feb 21, 2019 | D | 49,529 | D | Apr 10, 2014 | Mar 9, 2024 | Common Stock | 49,529 | 0 | D |
| Stock Option (Right to Buy) | $16.66 | Feb 21, 2019 | D | 53,315 | D | Apr 3, 2015 | Mar 2, 2025 | Common Stock | 53,315 | 0 | D |
| Stock Option (Right to Buy) | $15.58 | Feb 21, 2019 | D | 71,509 | D | Apr 9, 2016 | Mar 8, 2026 | Common Stock | 71,509 | 0 | D |
| Stock Option (Right to Buy) | $27.89 | Feb 21, 2019 | D | 39,884 | D | Apr 9, 2017 | Mar 8, 2027 | Common Stock | 39,884 | 0 | D |
| Restricted Stock Unit | $0.00 | Feb 21, 2019 | D | 9,314 | D | Mar 9, 2018 | Mar 9, 2020 | Common Stock | 13,971 | 0 | D |
Explanation of responses
- F1Disposed of under Merger Agreement with Fresenius Medical Care Holdings, Inc. in which all outstanding shares of Issuer's Common Stock were converted into the right to receive $30 per share in cash.
- F2This option was canceled in the Merger in exchange for an amount in cash equal to the product of the total number of shares subject to the option multiplied by the excess of the Merger Consideration of $30 per share over the option exercise price.
- F3These performance shares were canceled in the Merger in exchange for an amount in cash equal to the product of the total number of performance shares multiplied by the Merger Consideration of $30 per share.