SEC Form 4 · accession 0001209191-18-055986
Invuity, Inc. · IVTY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James H Mackaness
Officer — Chief Financial Officer
Period of report
Oct 23, 2018
Accepted (ET)
Oct 23, 2018 · 5:41 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001393020
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Oct 23, 2018 | D | 9,599 | — | D | 34,800 | D | |
| Common StockF2,F3 | Oct 23, 2018 | D | 34,800 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee stock option (right to buy)F4 | $6.50 | Oct 23, 2018 | D | 40,000 | D | — | Jan 17, 2027 | Common Stock | 40,000 | 0 | D |
| Employee stock option (right to buy)F4 | $6.50 | Oct 23, 2018 | D | 40,000 | D | — | Jan 17, 2027 | Common Stock | 40,000 | 0 | D |
| Employee stock option (right to buy)F4 | $4.10 | Oct 23, 2018 | D | 60,900 | D | — | Feb 15, 2028 | Common Stock | 60,900 | 0 | D |
| Restricted Stock UnitsF5,F3 | — | Oct 23, 2018 | D | 9,000 | D | — | Feb 16, 2021 | Common Stock | 9,000 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Stryker Corporation and Accipiter Corp., dated as of September 10, 2018 (the "Merger Agreement"), in exchange for a cash payment of $7.40 per share, without interest, subject to any required withholding of taxes (the "Offer Price").
- F2These securities were restricted stock units ("RSUs"), each of which represented a contingent right to receive one share of the Issuer's Common Stock.
- F3The RSUs were cancelled pursuant to the Merger Agreement in exchange for an amount in cash per underlying share equal to the Offer Price.
- F4The option was cancelled pursuant to the Merger Agreement in exchange for an amount in cash equal to the product of (a) the excess of the Offer Price over the per-share exercise price of such option multiplied by (b) the number of unexercised shares subject to such option.
- F5Each RSU represented a contingent right to receive one share of the Issuer's Common Stock.