SEC Form 4 · accession 0000899243-17-008505

CYNOSURE INC · CYNO

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

Reporting owner

Michael R Davin

Officer — Chairman, President and CEO · Director

Period of report

Mar 22, 2017

Accepted (ET)

Mar 24, 2017 · 4:31 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000885306

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class A Common Stock^F1	Mar 22, 2017	U	38,625	$66.00	D	0	D
Class A Common Stock^F2	Mar 22, 2017	A	58,176	—	A	58,176	D
Class A Common Stock^F2	Mar 22, 2017	D	58,176	—	D	0	D
Class A Common Stock^F2	Mar 22, 2017	A	62,893	—	A	62,893	D
Class A Common Stock^F2	Mar 22, 2017	D	62,893	—	D	0	D
Class A Common Stock^F2	Mar 22, 2017	A	73,754	—	A	73,754	D
Class A Common Stock^F2	Mar 22, 2017	D	73,754	—	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 purchase)^F3	$29.40	Mar 22, 2017	D	12,062	D	—	Feb 13, 2024	Class A Common Stock	12,062	D
Stock Option (right to purchase)^F4	$30.51	Mar 22, 2017	D	21,108	D	—	Feb 11, 2025	Class A Common Stock	21,108	D
Restricted Stock Units^F6,F5	—	Mar 22, 2017	D	11,088	D	—	Feb 11, 2025	Class A Common Stock	11,088	D
Restricted Stock Units^F6,F5	—	Mar 22, 2017	D	16,875	D	—	Feb 10, 2026	Class A Common Stock	16,875	D
Restricted Stock Units^F6,F5	—	Mar 22, 2017	D	30,172	D	—	Feb 8, 2027	Class A Common Stock	30,172	D

Explanation of responses

F1Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of February 14, 2017, by and among Hologic, Inc., Minuteman Merger Sub, Inc. and Cynosure, Inc. (the "Merger Agreement"), these shares were tendered and disposed of at the Acceptance Time (all terms capitalized but not defined shall have the meaning given to them in the Merger Agreement) in exchange for the right to receive $66.00 per share, net to the seller in cash, without interest, less any required withholding taxes (the "Merger Consideration").
F2Represents unvested performance-based share units that became vested and were converted in the Merger into the right to receive the Merger Consideration. Pursuant to the terms of the Merger Agreement, each outstanding and unvested performance-based share unit as of immediately prior to the Effective Time vested with respect to the maximum number of shares that could be earned thereunder and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share.
F3This stock option was fully vested and exercisable prior to the Effective Time. Pursuant to the terms of the Merger Agreement, each outstanding and unexercised stock option as of immediately prior to the Effective Time, whether vested or unvested, was automatically canceled and converted into the right to receive, for each underlying share, the difference between the Merger Consideration and the exercise price per share of the option.
F4Includes 16,887 shares that were unvested prior to the Effective Time and 4,221 shares that were vested and exercisable prior to the Effective Time. Pursuant to the terms of the Merger Agreement, each outstanding and unexercised stock option as of immediately prior to the Effective Time, whether vested or unvested, was automatically canceled and converted into the right to receive, for each underlying share, the difference between the Merger Consideration and the exercise price per share of the option.
F5Each restricted stock unit represents a contingent right to receive one share of Cynosure, Inc.'s common stock.
F6Pursuant to the terms of the Merger Agreement, each outstanding and unvested restricted stock unit as of immediately prior to the Effective Time vested in full and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share.