SEC Form 4 · accession 0001140361-15-037686

SYNERGETICS USA INC · SURG

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

Reporting owner

Pamela G Boone

Officer — EVP & Chief Financial Officer

Period of report

Oct 15, 2015

Accepted (ET)

Oct 15, 2015 · 2:20 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000836429

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Oct 15, 2015	U	203,672	—	D	38,658	D
Common Stock^F2	Oct 15, 2015	D	38,658	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock option (right to buy)^F3	$1.37	Oct 15, 2015	D	17,500	D	—	Dec 18, 2019	Common Stock	17,500	D
Stock option (right to buy)^F3	$4.43	Oct 15, 2015	D	12,125	D	—	Dec 16, 2020	Common Stock	12,125	D
Stock option (right to buy)^F3	$6.21	Oct 15, 2015	D	21,227	D	—	Dec 14, 2021	Common Stock	21,227	D
Stock option (right to buy)^F3	$4.52	Oct 15, 2015	D	10,295	D	—	Dec 14, 2022	Common Stock	10,295	D
Stock option (right to buy)^F3	$3.82	Oct 15, 2015	D	10,000	D	—	Dec 19, 2023	Common Stock	10,000	D
Stock option (right to buy)^F3	$3.39	Oct 15, 2015	D	37,500	D	—	Dec 11, 2024	Common Stock	37,500	D

Explanation of responses

F1Shares tendered for an offer price of $6.50 per share in cash (the "Cash Consideration") plus one non-transferable contractual contingent value right per share (each, a "CVR"), which represents the right to receive up to two contingent payments, if any, of up to $1.00 in the aggregate, net to the holder in cash, upon the achievement of certain specified milestones within an agreed upon time period (less any applicable withholding taxes and without interest) (together, the "Offer Price"), pursuant to the tender offer consummated on September 16, 2015 according to the terms of the Agreement and Plan of Merger (the "Merger" Agreement"), dated as of September 1, 2015, by and among Valeant Pharmaceuticals International, Blue Subsidiary Corp. and Synergetics USA, Inc.
F2Pursuant to the terms of the Merger Agreement, on October 15, 2015, each share of restricted stock issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) was converted into the right to receive an amount per share equal to the Offer Price.
F3Pursuant to the terms of the Merger Agreement, on October 15, 2015, each option outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) was canceled in exchange for (i) a cash payment equal to the product of (A) the number of shares underlying the option and (B) the difference between the Cash Consideration and the exercise price of the option; and (ii) one CVR for each share underlying the option, in each case without interest and subject to any applicable tax withholding.