SEC Form 4 · accession 0001104659-16-144119
AMERICAN SCIENCE & ENGINEERING, INC. · ASEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Hamilton W Helmer
Director
Period of report
Sep 9, 2016
Accepted (ET)
Sep 12, 2016 · 7:37 am EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000005768
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Sep 9, 2016 | D | 21,046 | $37.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionF2 | $63.71 | Sep 9, 2016 | D | 7,000 | D | Sep 13, 2008 | Sep 13, 2017 | Common Stock | 7,000 | 0 | D |
| Stock OptionF2 | $67.98 | Sep 9, 2016 | D | 7,000 | D | Sep 11, 2009 | Sep 11, 2018 | Common Stock | 7,000 | 0 | D |
| Stock OptionF2 | $62.50 | Sep 9, 2016 | D | 7,000 | D | Sep 10, 2010 | Sep 10, 2019 | Common Stock | 7,000 | 0 | D |
| Stock OptionF2 | $74.79 | Sep 9, 2016 | D | 7,000 | D | Sep 8, 2011 | Sep 8, 2020 | Common Stock | 7,000 | 0 | D |
Explanation of responses
- F1On September 9, 2016, pursuant to the Agreement and Plan of Merger among the issuer, OSI Systems, Inc. ("Buyer") and Apple Merger Sub, Inc., a wholly owned subsidiary of Buyer ("Merger Sub"), dated June 20, 2016 (the "Merger Agreement"), Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Buyer. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares automatically converted into the right to receive $37.00 per share in cash.
- F2This option was cancelled for no consideration pursuant to the terms of the Merger Agreement.