SEC Form 4 · accession 0001140361-18-035263

ABAXIS INC · ABAX

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

Reporting owner

Donald Peter Wood

Officer — President and COO

Period of report

Jul 31, 2018

Accepted (ET)

Aug 2, 2018 · 7:43 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000881890

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Jul 31, 2018	D	65,551	$83.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Restricted Stock Units^F2,F3	$0.00	Jul 31, 2018	D	6,300	D	—	—	Common Stock	6,300	D
Restricted Stock Units^F2,F3	$0.00	Jul 31, 2018	D	7,650	D	—	—	Common Stock	7,650	D
Restricted Stock Units^F2,F3	$0.00	Jul 31, 2018	D	8,550	D	—	—	Common Stock	8,550	D
Restricted Stock Units^F2,F3	$0.00	Jul 31, 2018	D	9,000	D	—	—	Common Stock	9,000	D
Performance-Based Restricted Stock Units^F4,F3	$0.00	Jul 31, 2018	D	6,000	D	—	—	Common Stock	6,000	D
Performance-Based Restricted Stock Units^F4,F3	$0.00	Jul 31, 2018	D	6,000	D	—	—	Common Stock	6,000	D
Performance-Based Restricted Stock Units^F4,F3	$0.00	Jul 31, 2018	D	16,000	D	—	—	Common Stock	16,000	D
Performance-Based Restricted Stock Units^F4,F3	$0.00	Jul 31, 2018	D	16,000	D	—	—	Common Stock	16,000	D
Performance-Based Restricted Stock Units^F4,F3	$0.00	Jul 31, 2018	D	8,000	D	—	—	Common Stock	8,000	D
Performance-Based Restricted Stock Units^F4,F3	$0.00	Jul 31, 2018	D	8,000	D	—	—	Common Stock	8,000	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated May 15, 2018, by and among Abaxis, Inc., a California corporation (the "Issuer"), Zoetis Inc., a Delaware corporation ("Parent"), and Zeus Merger Sub, Inc., a California corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), on July 31, 2018, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, these shares were cancelled and converted into the right to receive $83.00 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").
F2Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each of these unvested restricted stock units vested automatically in accordance with their existing terms and were cancelled and automatically converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock underlying such awards. Each of these vested restricted stock units converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock underlying such awards.
F3Not applicable.
F4Pursuant to the terms of the Merger Agreement, at the Effective Time, each of these unvested performance restricted stock units vested automatically in accordance with their existing terms and were cancelled and automatically converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock underlying such awards. Each of these vested performance restricted stock units converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock underlying such awards.