SEC Form 4 · accession 0001104659-16-144132

AMERICAN SCIENCE & ENGINEERING, INC. · ASEI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Gen. Counsel, VP & Secretary

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 Stock^F1	Sep 9, 2016	D	1,824	$37.00	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F2	—	Sep 9, 2016	D	2,658	D	—	—	Common Stock	2,658	D
Restricted Stock Units^F2	—	Sep 9, 2016	D	2,148	D	—	—	Common Stock	2,148	D
Restricted Stock Units^F2	—	Sep 9, 2016	D	2,750	D	—	—	Common Stock	2,750	D

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.