SEC Form 4 · accession 0001104659-16-144131
AMERICAN SCIENCE & ENGINEERING, INC. · ASEI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael Tropeano
Officer — SVP, GM Detection Products
Period of report
Sep 9, 2016
Accepted (ET)
Sep 12, 2016 · 7:46 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 | 5,430 | $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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2 | — | Sep 9, 2016 | D | 1,507 | D | — | — | Common Stock | 1,507 | 0 | D |
| Restricted Stock UnitsF2 | — | Sep 9, 2016 | D | 2,934 | D | — | — | Common Stock | 2,934 | 0 | D |
| Restricted Stock UnitsF2 | — | Sep 9, 2016 | D | 2,372 | D | — | — | Common Stock | 2,372 | 0 | D |
| Restricted Stock UnitsF2 | — | Sep 9, 2016 | D | 3,036 | D | — | — | Common Stock | 3,036 | 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 wth 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 Restricted Stock Unit award (the "RSU") was assumed by Buyer and converted in the Merger into restricted stock units of Buyer ("Assumed RSUs") covering a number of shares of Buyer common stock equal to the product of (i) the total number of shares of issuer common stock then underlying such issuer RSU multiplied by (ii) the quotient obtained by dividing (x) $37.00 by (y) the average closing sales price for a share of Buyer common stock on Nasdaq for the ten (10) consecutive trading days ending with, and including, September 7, 2016. Each Assumed RSU is subject to the same terms and conditions as were applicable under such issuer RSU.