SEC Form 4 · accession 0001562180-16-001509
TriVascular Technologies, Inc. · TRIV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael R Kramer
Officer — Chief Financial Officer
Period of report
Feb 3, 2016
Accepted (ET)
Feb 4, 2016 · 4:35 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,F2 | Feb 3, 2016 | M | 15,000 | — | A | 107,309 | D | |
| Common StockF3 | Feb 3, 2016 | F | 6,561 | $5.62 | D | 100,748 | D | |
| Common StockF4 | Feb 3, 2016 | D | 8,439 | — | D | 92,309 | D | |
| Common Stock | Feb 3, 2016 | M | 16,032 | $2.43 | A | 108,341 | D | |
| Common StockF5 | Feb 3, 2016 | F | 7,238 | $5.62 | D | 101,103 | D | |
| Common StockF4 | Feb 3, 2016 | D | 8,794 | — | D | 92,309 | D | |
| Common StockF4 | Feb 3, 2016 | D | 92,309 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (RSU)F1,F6 | — | Feb 3, 2016 | M | 15,000 | D | — | — | Common Stock | 15,000 | 0 | D |
| Stock Options (Right to buy)F7 | $2.43 | Feb 3, 2016 | M | 16,032 | D | — | Oct 5, 2020 | Common Stock | 16,032 | 0 | D |
Explanation of responses
- F1Each RSU represents a contingent right to receive one share of TRIV common stock.
- F2This quantity includes 2,795 ESPP shares.
- F3These shares were withheld by the issuer to satisfy tax withholding obligations and calculated for the purposes of the deemed settlement of the RSUs, contingent upon the closing of the Merger (as defined below), utilizing the closing price of the issuers common stock on January 28, 2016.
- F4These shares were disposed of pursuant to the merger agreement between the issuer and Endologix, Inc. (such transaction, the Merger). In connection with the closing of the Merger, the reporting person received 0.6312 share of Endologix common stock and $0.34 in cash for each share of issuer common stock held by such reporting person, for a total consideration of $4.95 per share based upon the closing price of Endologix common stock on February 2, 2016.
- F5These shares were withheld by the issuer as payment of the exercise price and to satisfy tax withholding obligations, and calculated for the purposes of the deemed exercise of the options, contingent upon the closing of the Merger, utilizing the closing price of the issuers common stock on January 28, 2016.
- F6These restricted stock units became 100% vested in connection with the Merger.
- F7These stock options became 100% vested in connection with the Merger.