SEC Form 4 · accession 0001354217-15-000038

Volcano Corp · VOLC

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

John T Dahldorf

Officer — CFO

Period of report

Feb 17, 2015

Accepted (ET)

Feb 19, 2015 · 5:40 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001354217

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2	Feb 17, 2015	D	60,064	$18.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (Right to Buy)^F3	$13.69	Feb 17, 2015	D	42,500	D	—	Feb 3, 2016	Common Stock	42,500	D
Performance Shares^F4	$0.00	Feb 17, 2015	D	3,305	D	—	—	Common Shares	3,305	D
Performance Shares^F4	$0.00	Feb 17, 2015	D	45	D	—	—	Common Stock	45	D
Performance Shares^F4	$0.00	Feb 17, 2015	D	14,148	D	—	—	Common Shares	14,148	D
Restricted Stock Units^F5	$0.00	Feb 17, 2015	D	5,750	D	—	—	Common Stock	5,750	D
Restricted Stock Units^F5	$0.00	Feb 17, 2015	D	6,526	D	—	—	Common Stock	6,526	D
Restricted Stock Units^F5	$0.00	Feb 17, 2015	D	16,166	D	—	—	Common Stock	16,166	D
Restricted Stock Units^F5	$0.00	Feb 17, 2015	D	223	D	—	—	Common Stock	223	D
Restricted Stock Units^F5	$0.00	Feb 17, 2015	D	14,148	D	—	—	Common Stock	14,148	D

Explanation of responses

F1This total includes 750 shares purchased under the 2007 Employee Stock Purchase Plan (ESPP) on February 12, 2015.
F2Per the terms of the Agreement and Plan of Merger, dated as of December 16, 2014, among the Company, Philips Holding USA Inc., a Delaware corporation, and Clearwater Merger Sub, Inc., a Delaware corporation (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Volcano common stock was validly tendered for $18.00 per share in cash, without interest and less any required withholding taxes.
F3Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive cash in an amount equal to (i) the total number of shares subject to each such option immediately prior to the Acceptance Time (without regard to vesting) multiplied by (ii) the excess, if any, of (x) $18.00 per share in cash, over (y) the exercise price payable per share under each such stock option, without interest and less any required withholding taxes.
F4Per the terms of the Merger Agreement, each outstanding performance restricted stock unit ("PRSU") that was outstanding as of immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement) was cancelled in its entirety and converted into the right to receive cash in an amount equal to $18.00 per share in cash, without interest and less any required withholding taxes, with respect to the target number of shares subject to the PRSU.
F5Per the terms of the Merger Agreement, each restricted stock unit award that was outstanding as of immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash in amount equal to $18.00 per share in cash, without interest and less any required withholding taxes.