SEC Form 4 · accession 0000899243-18-018080
ANALOGIC CORP · ALOG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael J. Bourque
Officer — See Remarks
Period of report
Jun 22, 2018
Accepted (ET)
Jun 26, 2018 · 2:01 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2 | Jun 22, 2018 | M | 3,387 | — | A | 4,377 | D | |
| Common StockF3 | Jun 22, 2018 | M | 5,336 | — | A | 9,713 | D | |
| Common StockF1 | Jun 22, 2018 | D | 9,713 | $84.00 | 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 | — | Jun 22, 2018 | M | 3,387 | D | — | — | Common Stock | 3,387 | 0 | D |
| Restricted Stock UnitsF3 | — | Jun 22, 2018 | M | 5,336 | D | — | — | Common Stock | 5,336 | 0 | 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").
- F2Represents 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.
- F3Represents 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, Chief Financial Officer and Treasurer