SEC Form 4 · accession 0000899243-18-018079

ANALOGIC CORP · ALOG

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

Reporting owner

John J Fry

Officer — See Remarks

Period of report

Jun 22, 2018

Accepted (ET)

Jun 26, 2018 · 2:00 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000006284

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock^F3	Jun 22, 2018	M	7,116	—	A	25,317	D
Common Stock^F4	Jun 22, 2018	M	8,116	—	A	33,433	D
Common Stock^F1	Jun 22, 2018	D	33,433	$84.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (Right to Buy)^F2	$0.00	Jun 22, 2018	M	3,927	D	—	—	Common Stock	3,927	D
Non-Qualified Stock Option (Right to Buy)^F2	$71.09	Jun 22, 2018	M	7,420	D	—	—	Common Stock	7,420	D
Non-Qualified Stock Option (Right to Buy)^F2	$77.08	Jun 22, 2018	M	6,913	D	—	—	Common Stock	6,913	D
Non-Qualified Stock Option (Right to Buy)^F2	$70.04	Jun 22, 2018	M	7,312	D	—	—	Common Stock	7,312	D
Restricted Stock Units^F3	—	Jun 22, 2018	M	7,116	D	—	—	Common Stock	7,116	D
Restricted Stock Units^F4	—	Jun 22, 2018	M	8,116	D	—	—	Common Stock	8,116	D

Explanation of responses

F1On June 22, 2018, pursuant to the Agreement and Plan of Merger, by and among the issuer, AC Merger Sub, Inc. ("Merger Sub") and ANLG Holding Company, Inc. ("Parent"), dated April 10, 2018 (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 Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares of Common Stock automatically converted into the right to receive $84.00 per share in cash (the "Merger Consideration").
F2Effective as of immediately prior to the effective time of the Merger, each then-outstanding and unexercised stock option of the issuer with an exercise price less than $84.00 was automatically canceled and converted into the right to receive from the surviving corporation an amount of cash equal to the product of (i) the total number of shares of Common Stock then underlying such stock option multiplied by (ii) the excess of the $84.00 over the exercise price per share of such stock option, on the terms set forth in the Merger Agreement.
F3Represents unvested time-based restricted stock unit awards that became vested and were converted in the Merger into the right to receive the Merger Consideration. Pursuant to the terms of the Merger Agreement, each outstanding and unvested time-based restricted share unit as of immediately prior to the Effective Time vested in full and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share.
F4Represents unvested performance-based share unit awards that became vested and were converted in the Merger into the right to receive the Merger Consideration. Pursuant to the terms of the Merger Agreement, each outstanding and unvested performance-based restricted share unit as of immediately prior to the Effective Time vested with respect to the number of shares of Common Stock that would have been earned in accordance with the methodology set forth in the applicable award agreement or previously established by the Compensation Committee of the issuer's Board of Directors and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share.

Remarks

Senior Vice President, General Counsel and Secretary