SEC Form 4 · accession 0001623919-16-000099
EndoChoice Holdings, Inc. · GI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mark Gilreath
Officer — Chief Executive Officer · Director
Period of report
Nov 22, 2016
Accepted (ET)
Nov 23, 2016 · 10:22 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001623919
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common stock, par value $0.001 per shareF1 | Nov 22, 2016 | D | 74,755 | $8.00 | D | 0 | I | By Mark Gregory Gilreath Irrevocable Trust |
| Common stock, par value $0.001 per shareF1 | Nov 22, 2016 | D | 12,243 | $8.00 | D | 0 | I | By Entrust Georgia, LLC for the benefit of Mark G. Gilreath |
| Common stock, par value $0.001 per shareF1 | Nov 22, 2016 | D | 3,200 | $8.00 | D | 0 | I | By Spouse |
| Common stock, par value $0.001 per shareF1 | Nov 22, 2016 | D | 1,818 | $8.00 | D | 0 | I | By Daughter |
| Common stock, par value $0.001 per shareF2,F1 | Nov 22, 2016 | D | 789,270 | $8.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F3 | $2.83 | Nov 22, 2016 | D | 4,569 | D | Jan 1, 2009 | Jan 1, 2019 | Common stock, par value $0.001 per share | 4,569 | 0 | D |
| Employee Stock Option (right to buy)F4,F3 | $5.31 | Nov 22, 2016 | D | 71,645 | D | — | Mar 29, 2026 | Common stock, par value $0.001 per share | 71,645 | 0 | D |
| Employee Stock Option (right to buy)F4,F5 | $16.01 | Nov 22, 2016 | D | 140,739 | D | — | Aug 14, 2025 | Common stock, par value $0.001 per share | 140,739 | 0 | D |
Explanation of responses
- F1Reporting Person disposed of shares of Issuer Common Stock pursuant to a cash tender offer made by Boston Scientific Corporation as more fully described in the Schedule 14D-9 filed by Issuer with the Securities and Exchange Commission on October 7, 2016, and subsequent amendments thereto (the "Merger"). The Issuer's Board of Directors approved in advance the dispositions by the Reporting Person in the tender offer.
- F2The total direct shares shown includes 3,063 shares purchased in the issuer's employee stock purchase plan on June 30, 2016.
- F3This option was cancelled pursuant to the Merger in exchange for a cash payment representing the difference between the exercise price of the option and the merger consideration of $8.00 per share.
- F4Issuer's outstanding stock options, if not yet vested, became fully vested pursuant to the terms and conditions of the Merger.
- F5This option was cancelled pursuant to the Merger. Since the exercise price of this option exceeded the merger consideration of $8.00 per common shares, no cash payment was received by the reporting person.