SEC Form 4 · accession 0001179110-17-011367
SPECTRANETICS CORP · SPNC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scott William Drake
Officer — President, CEO · Director
Period of report
Aug 9, 2017
Accepted (ET)
Aug 11, 2017 · 2:36 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000789132
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| SPNC Common StockF1,F2 | Aug 9, 2017 | D | 269,027 | $38.50 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F3 | $5.63 | Aug 9, 2017 | D | 200,707 | D | — | Aug 10, 2021 | Common Stock | 200,707 | 0 | D |
| Stock Option (Right to Buy)F3 | $9.87 | Aug 9, 2017 | D | 100,000 | D | — | May 31, 2022 | Common Stock | 100,000 | 0 | D |
| Stock Option (Right to Buy)F3 | $18.44 | Aug 9, 2017 | D | 99,403 | D | — | Jul 10, 2023 | Common Stock | 99,403 | 0 | D |
| Stock Option (Right to Buy)F3 | $15.05 | Aug 9, 2017 | D | 100,675 | D | — | Jan 8, 2026 | Common Stock | 100,675 | 0 | D |
| Restricted Stock UnitsF4 | $0.00 | Aug 9, 2017 | D | 8,600 | D | — | — | Common Stock | 8,600 | 0 | D |
| Restricted Stock UnitsF4 | $0.00 | Aug 9, 2017 | D | 1,936 | D | — | — | Common Stock | 1,936 | 0 | D |
| Restricted Stock UnitsF4 | $0.00 | Aug 9, 2017 | D | 14,060 | D | — | — | Common Stock | 14,060 | 0 | D |
| Restricted Stock UnitsF4 | $0.00 | Aug 9, 2017 | D | 16,611 | D | — | — | Common Stock | 16,611 | 0 | D |
| Restricted Stock UnitsF4 | $0.00 | Aug 9, 2017 | D | 64,706 | D | — | — | Common Stock | 64,706 | 0 | D |
| Performance Stock UnitsF5 | $0.00 | Aug 9, 2017 | D | 206,498 | D | — | — | Common Stock | 206,498 | 0 | D |
| Performance Stock UnitsF5 | $0.00 | Aug 9, 2017 | D | 43,138 | D | — | — | Common Stock | 43,138 | 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") and the Offer (as defined in the Merger Agreement), each share of Company common stock other than the shares described in Note 2 below was validly tendered for $38.50 per share in cash, without interest and less any required withholding taxes.
- F2Includes 45,453 shares of Company common stock underlying performance stock units that were subject solely to service-based vesting conditions immediately prior to the Effective Time (as defined in the Merger Agreement) and that, pursuant to their terms upon consummation of the Merger Agreement, were treated as restricted stock units and were cancelled at the Effective Time and converted into the right to receive $38.50 per share in cash, without interest and less any required withholding taxes.
- F3Per the terms of 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.
- F4Per 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.
- F5Per the terms of the Merger Agreement, each performance stock unit award (other than performance stock units described in Note 2 above) 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) (A) for performance stock units granted in 2016, the number of shares of Company common stock subject to such Company performance stock unit (assuming that any applicable performance conditions were deemed to be achieved at 150% of the target performance level), and (B) for performance stock units granted in 2017, 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.