SEC Form 4 · accession 0001140361-15-037692
SYNERGETICS USA INC · SURG
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Graeme Thomas
Director
Period of report
Oct 15, 2015
Accepted (ET)
Oct 15, 2015 · 2:27 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 StockF1 | Oct 15, 2015 | U | 3,000 | — | 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)F2 | $6.21 | Oct 15, 2015 | D | 10,000 | D | — | Dec 14, 2021 | Common Stock | 10,000 | 0 | D |
| Stock option (right to buy)F2 | $4.52 | Oct 15, 2015 | D | 10,000 | D | — | Dec 14, 2022 | Common Stock | 10,000 | 0 | D |
| Stock option (right to buy)F2 | $3.46 | Oct 15, 2015 | D | 10,000 | D | — | Dec 13, 2023 | Common Stock | 10,000 | 0 | D |
| Stock option (right to buy)F2 | $3.70 | Oct 15, 2015 | D | 10,000 | D | — | Dec 12, 2024 | Common Stock | 10,000 | 0 | 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), 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 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.