SEC Form 4 · accession 0001209191-16-095922
TriVascular Technologies, Inc. · TRIV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Douglas A Roeder
Director · 10% Owner
Period of report
Feb 3, 2016
Accepted (ET)
Feb 5, 2016 · 2:04 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001432732
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 3, 2016 | D | 149 | — | D | 0 | D | |
| Common StockF1,F2,F3 | Feb 3, 2016 | U | 3,535,910 | — | D | 0 | I | See Footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1These shares were disposed of pursuant to the merger agreement between the Issuer and Endologix, Inc. ("Endologix") (such transaction, the "Merger"). In connection with the closing of the Merger, the Reporting Person received 0.631 share of Endologix common stock and $0.34 in cash for each share of Issuer common stock held by the Reporting person, for a total consideration of $4.95 per share based upon the closing price of Endologix common stock on February 2, 2016.
- F2These securities were directly held as follows: 1,464,553 shares by Delphi Ventures VII, L.P. ("Ventures VII"), 14,641 shares by Delphi BioInvestments VII, L.P. ("BioInvestments VII" and together with Ventures VII, the "Delphi VII Funds"), 2,036,831 shares by Delphi Ventures VIII, L.P. ("Ventures VIII") and 19,885 shares by Delphi BioInvestments VIII, L.P. ("BioInvestments VIII" and together with Ventures VIII, the "Delphi VIII Funds" and collectively with the Delphi VII Funds, the "Delphi Funds"). Delphi Management Partners VII, L.L.C. ("DMP VII") is the general partner of each of Ventures VII and BioInvestments VII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VII Funds. Delphi Management Partners VIII, L.L.C. ("DMP VIII") is the general partner of each of Ventures VIII and BioInvestments VIII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VIII Funds.
- F3The Reporting Person is a managing member of each DMP VII and DMP VIII and may be deemed to share voting and dispositive power over the securities held by the Delphi Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Delphi Funds, except to the extent of any pecuniary interest therein.
Remarks
In accordance with the terms of the merger agreement, the Reporting Person resigned from his position as a member of the Issuer's Board of Directors, and any committees thereof, effective as of the closing of the Merger.