SEC Form 4 · accession 0001179110-17-011363
SPECTRANETICS CORP · SPNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott Hutton
Officer — General Manager, VI
Period of report
Aug 9, 2017
Accepted (ET)
Aug 11, 2017 · 2:35 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000789132
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Righ to Buy)F1 | $25.85 | Aug 9, 2017 | D | 8,464 | D | — | Jan 31, 2027 | Common Stock | 8,464 | 0 | D |
| Restricted Stock UnitsF2 | $0.00 | Aug 9, 2017 | D | 15,473 | D | — | — | Common Stock | 15,473 | 0 | D |
| Performance Stock UnitsF3 | $0.00 | Aug 9, 2017 | D | 7,736 | D | — | — | Common Stock | 7,736 | 0 | D |
Explanation of responses
- F1Per the terms of the Agreement and Plan of Merger, dated as of June 27, 2017, among the Company, Philips Holding USA Inc., a Delaware corporation, and HealthTech Merger Sub, Inc., a Delaware corporation (the "Merger Agreement"), each stock option that was outstanding and unexercised as of immediately prior to the Effective Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive cash in an amount equal to the product of (i) the number of shares of Company common stock for which such stock option had not then been exercised and (ii) the excess, if any, of the 38.50 per share in cash over the exercise price per share of Company common stock subject to each such stock option, without interest and less any required withholding taxes.
- F2Per the terms of the Merger Agreement, each restricted stock unit award that was outstanding as of immediately prior to the Effective Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash in amount equal to $38.50 per share in cash, without interest and less any required withholding taxes.
- F3Per the terms of the Merger Agreement, each performance stock unit granted in 2017 that was outstanding as of immediately prior to the Effective Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash equal to the product of (i) the number of shares of Company common stock subject to such performance stock units (assuming that any applicable performance conditions were deemed to be achieved at the target performance level) and (ii) $38.50, without interest and less any required withholding taxes.