SEC Form 4 · accession 0001354217-15-000041
Volcano Corp · VOLC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Heather S Ace
Officer — EVP, Human Resources
Period of report
Feb 17, 2015
Accepted (ET)
Feb 19, 2015 · 5:41 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 StockF1,F2 | Feb 17, 2015 | D | 12,658 | $18.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance SharesF3 | $0.00 | Feb 17, 2015 | D | 1,536 | D | — | — | Common Stock | 1,536 | 0 | D |
| Performance SharesF3 | $0.00 | Feb 17, 2015 | D | 7,483 | D | — | — | Common Stock | 7,483 | 0 | D |
| Restricted Stock UnitsF4 | $0.00 | Feb 17, 2015 | D | 11,678 | D | — | — | Common Stock | 11,678 | 0 | D |
| Restricted Stock UnitsF4 | $0.00 | Feb 17, 2015 | D | 7,515 | D | — | — | Common Stock | 7,515 | 0 | D |
| Restricted Stock UnitsF4 | $0.00 | Feb 17, 2015 | D | 7,483 | D | — | — | Common Stock | 7,483 | 0 | 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 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.
- F4Per 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.