SEC Form 4 · accession 0000899243-18-018087

ANALOGIC CORP · ALOG

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

Reporting owner

Michael T Modic

Director

Period of report

Jun 22, 2018

Accepted (ET)

Jun 26, 2018 · 2:05 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 Stock^F2	Jun 22, 2018	M	15,868	—	A	15,868	D
Common Stock^F1	Jun 22, 2018	D	15,868	$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
Deferred Stock Units^F2	—	Jun 22, 2018	M	15,868	D	—	—	Common Stock	15,868	D
Non-Qualified Stock Option (right to buy)^F3	$78.87	Jun 22, 2018	D	5,000	D	—	—	Common Stock	5,000	D
Non-Qualified Stock Option (right to buy)^F3	$42.84	Jun 22, 2018	D	5,000	D	—	—	Common Stock	5,000	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. Effective as of immediately prior to the effective time of the Merger, the reporting person's service as a director of the issuer terminated, and, in connection therewith, his Deferred Stock Units were converted into an equivalent number of shares of Common Stock. 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.
F2The reporting person elected, as permitted by the issuer's Non-Employee Director Stock Plan, to receive an equivalent number of share of the Company's common stock on account of the reporting person's deferred stock units upon termination of his or her service as a member of the Board of Directors of the issuer.
F3Effective 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.