SEC Form 4 · accession 0001140361-18-035265
ABAXIS INC · ABAX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Dean Ross Taylor Jr.
Officer — CFO and VP of Finance
Period of report
Jul 31, 2018
Accepted (ET)
Aug 2, 2018 · 7:46 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 StockF1 | Jul 31, 2018 | D | 15,500 | $83.00 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3 | $0.00 | Jul 31, 2018 | D | 7,000 | D | — | — | Common Stock | 7,000 | 0 | D |
| Restricted Stock UnitsF2,F3 | $0.00 | Jul 31, 2018 | D | 6,300 | D | — | — | Common Stock | 6,300 | 0 | D |
| Restricted Stock UnitsF2,F3 | $0.00 | Jul 31, 2018 | D | 7,650 | D | — | — | Common Stock | 7,650 | 0 | D |
| Restricted Stock UnitsF2,F3 | $0.00 | Jul 31, 2018 | D | 8,550 | D | — | — | Common Stock | 8,550 | 0 | D |
| Restricted Stock UnitsF2,F3 | $0.00 | Jul 31, 2018 | D | 9,000 | D | — | — | Common Stock | 9,000 | 0 | D |
| Performance Restricted Stock UnitsF4,F3 | $0.00 | Jul 31, 2018 | D | 4,000 | D | — | — | Common Stock | 4,000 | 0 | D |
| Performance Restricted Stock UnitsF4,F3 | $0.00 | Jul 31, 2018 | D | 4,000 | D | — | — | Common Stock | 4,000 | 0 | D |
| Performance Restricted Stock UnitsF4,F3 | $0.00 | Jul 31, 2018 | D | 16,000 | D | — | — | Common Stock | 16,000 | 0 | D |
| Performance Restricted Stock UnitsF4,F3 | $0.00 | Jul 31, 2018 | D | 16,000 | D | — | — | Common Stock | 16,000 | 0 | D |
| Performance Restricted Stock UnitsF4,F3 | $0.00 | Jul 31, 2018 | D | 8,000 | D | — | — | Common Stock | 8,000 | 0 | D |
| Performance Restricted Stock UnitsF4,F3 | $0.00 | Jul 31, 2018 | D | 8,000 | D | — | — | Common Stock | 8,000 | 0 | 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.