SEC Form 4 · accession 0001354217-15-000049
Volcano Corp · VOLC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dan Wolterman
Director
Period of report
Feb 17, 2015
Accepted (ET)
Feb 19, 2015 · 5:43 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 | Feb 17, 2015 | D | 3,310 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (Right to Buy)F2 | $17.48 | Feb 17, 2015 | D | 10,049 | D | — | Jun 3, 2021 | Common Stock | 10,049 | 0 | D |
| Restricted Stock UnitsF3 | $0.00 | Feb 17, 2015 | D | 2,539 | D | — | — | Common Stock | 2,539 | 0 | D |
| Restricted Stock UnitsF3 | $0.00 | Feb 17, 2015 | D | 3,575 | D | — | — | Common Stock | 3,575 | 0 | D |
Explanation of responses
- F1Per 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.
- F2Per 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.
- F3Per 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.