SEC Form 4 · accession 0001179110-17-007420
ABIOMED INC · ABMD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael G Howley
Officer — VP, Global Sales & Marketing
Period of report
May 15, 2017
Accepted (ET)
May 17, 2017 · 4:51 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000815094
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $.01 par valueF5 | May 15, 2017 | M | 14,400 | $22.44 | A | 62,105 | D | |
| Common Stock, $.01 par valueF5,F6 | May 15, 2017 | S | 6,300 | $133.1531 | D | 55,805 | D | |
| Common Stock, $.01 par valueF5,F7 | May 15, 2017 | S | 8,100 | $133.8485 | D | 47,705 | D | |
| Common Stock, $.01 par valueF8 | May 15, 2017 | F | 5,496 | $131.42 | D | 42,209 | D | |
| Common Stock, $.01 par valueF9 | May 15, 2017 | A | 8,198 | $0.00 | A | 50,407 | D | |
| Common Stock, $.01 par valueF10 | May 15, 2017 | A | 1,800 | $0.00 | A | 52,207 | D | |
| Common Stock, $.01 par valueF5 | May 16, 2017 | S | 3,879 | $133.64 | D | 48,328 | 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)F1,F5,F2 | $22.44 | May 15, 2017 | M | 14,400 | D | May 22, 2013 | May 22, 2022 | Common Stock | 14,400 | 10,000 | D |
| Stock Option (Right to Buy)F4,F3 | $134.51 | May 15, 2017 | A | 6,500 | A | May 15, 2018 | May 15, 2027 | Common Stock | 6,500 | 6,500 | D |
| Stock Option (Right to Buy)F1,F2 | $23.15 | holding | — | — | — | May 14, 2014 | May 14, 2023 | Common Stock | 0 | 25,000 | D |
| Stock Option (Right to Buy)F1,F3 | $21.55 | holding | — | — | — | May 14, 2015 | May 14, 2024 | Common Stock | 0 | 25,000 | D |
| Stock Option (Right to Buy)F1,F3 | $66.25 | holding | — | — | — | May 13, 2016 | May 13, 2025 | Common Stock | 0 | 5,000 | D |
| Stock Option (Right to Buy)F4,F3 | $99.62 | holding | — | — | — | May 24, 2017 | May 24, 2026 | Common Stock | 0 | 8,000 | D |
Explanation of responses
- F1Grant to reporting person of option to buy the number of shares of common stock set forth on Table II, Column 7, under the Abiomed, Inc. 2008 Stock Incentive Plan.
- F10Consists of restricted stock units granted to the reporting person. One third of the restricted stock units will vest and the underlying shares will be issued to the reporting person on each of May 15, 2018, May 15, 2019 and May 15, 2020, so long as the reporting person continues to be employed by the issuer on the vesting dates.
- F2These options become exerciseable in annual 25% increments, commencing on the date shown forth in Table II, Column 6.
- F3These options become exercisable in annual 33-1/3% increments, commencing on the date shown in Table II, Column 6.
- F4Grant to reporting person of option to buy the number of shares of Common Stock set forth in Table II, Column 7, under the ABIOMED, Inc. 2015 Omnibus Incentive Plan.
- F5Sale of common stock pursuant to reporting owner's 10b5-1 plan.
- F6This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $132.5400 and $133.5200. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer
- F7This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $133.5400 and $134.2700. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer.
- F8Transaction represents shares of common stock withheld solely for the payment of withholding tax liability associated with vesting of awards of restricted stock units.
- F9Represents shares of common stock underlying performance-based awards of restricted stock units granted to this reporting person on May 24, 2016. One third of these restricted stock units will vest on May 24, 2017 (into an equal number of shares of common stock) based on the issuer's achievement of a certain performance milestone and upon the first anniversary of the date of the grant with the remaining vesting on the second and third anniversaries of the date of grant as long as the reporting person continues to be employed by the issuer on the vesting dates.