SEC Form 4 · accession 0001209191-15-049211

ABIOMED INC · ABMD

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

Reporting owner

Martin P Sutter

Director

Period of report

May 29, 2015

Accepted (ET)

Jun 2, 2015 · 8:08 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, $0.01 par value	May 19, 2015	J	24,747	$67.74	A	150,369	D
Common Stock, $0.01 par value^F2	May 29, 2015	P	7,500	$60.17	A	157,869	D
Common Stock, $0.01 par value^F3	holding	—	—		—	946,818	I	By Essex Woodlands Health Ventures Fund VI, L.P.
Common Stock, $0.01 par value^F4,F5	holding	—	—		—	1,203,182	I	By Essex Woodlands Health Ventures Fund VII, L.P.

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)^F6,F7	$13.91	holding	—	—	—	May 20, 2009	May 20, 2018	Common Stock	25,000	25,000	D
Stock option (right to buy)^F8	$18.63	holding	—	—	—	Aug 12, 2009	Aug 13, 2018	Common Stock	12,000	12,000	D
Stock option (right to buy)^F8	$7.67	holding	—	—	—	Aug 11, 2010	Aug 12, 2019	Common Stock	12,000	12,000	D
Stock option (right to buy)^F8	$9.99	holding	—	—	—	Aug 10, 2011	Aug 11, 2020	Common Stock	12,000	12,000	D

Explanation of responses

F1Mr. Sutter received 24,747 shares of Common Stock as a payment-in-kind distribution from Essex Woodlands Health Ventures Fund VII, L.P. ("Fund VII") to its general partner and limited partners of an aggregate payment-in-kind distribution of 1,000,000 shares of Common Stock.
F2On May 29, 2015, Mr. Sutter purchased an aggregate of 7,500 shares of Common Stock of the Issuer in multiple open market transactions, with prices ranging from $59.80 to $60.50.
F3These securities are held by Essex Woodlands Health Ventures Fund VI, L.P. ("Fund VI"). Mr. Sutter is a managing director of Essex Woodlands Health Ventures VI, L.P., the general partner that manages Fund VI. As managing director, Mr. Sutter shares voting and investment powers for Fund VI. Mr. Sutter disclaims beneficial ownership of all such securities except to the extent of his pecuniary interest therein.
F4On May 19, 2015, Fund VII made a payment-in-kind distribution of 1,000,000 shares of Issuer's Common Stock to its partners pro-rata based on their respective interests in Fund VII rather than selling the shares and distributing the proceeds.
F5These securities are held by Fund VII. Mr. Sutter is a managing director of Essex Woodlands Health Ventures VII, L.P., the general partner that manages Fund VII. As managing director, Mr. Sutter shares voting and investment powers for Fund VII. Mr. Sutter disclaims beneficial ownership of all such securities except to the extent of his pecuniary interest therein.
F6Grant to reporting person to buy shares of Common Stock of Issuer under ABIOMED, Inc. 2000 Stock Incentive Plan.
F7These options become exercisable in annual 20% increments commencing on the date set forth in Table II, Column 6.
F8Grant to reporting person of option to buy shares of Common Stock of Issuer set forth in Table II, Column 7, under the ABIOMED, Inc. 2008 Stock Incentive Plan.