SEC Form 4 · accession 0000899243-17-008531

CYNOSURE INC · CYNO

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

Reporting owner

Director

Period of report

Mar 22, 2017

Accepted (ET)

Mar 24, 2017 · 4:45 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	Nature of ownership
Class A Common Stock^F1	Mar 22, 2017	U	18,850	$66.00	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (right to purchase)^F2	$8.40	Mar 22, 2017	D	5,000	D	—	Nov 14, 2018	Class A Common Stock	5,000	D
Stock Option (right to purchase)^F2	$7.24	Mar 22, 2017	D	6,000	D	—	May 13, 2019	Class A Common Stock	6,000	D
Stock Option (right to purchase)^F2	$13.60	Mar 22, 2017	D	6,000	D	—	May 12, 2020	Class A Common Stock	6,000	D
Stock Option (right to purchase)^F2	$13.97	Mar 22, 2017	D	6,000	D	—	May 12, 2021	Class A Common Stock	6,000	D
Stock Option (right to purchase)^F2	$11.89	Mar 22, 2017	D	2,000	D	—	Jul 27, 2021	Class A Common Stock	2,000	D
Stock Option (right to purchase)^F2	$21.16	Mar 22, 2017	D	8,000	D	—	May 9, 2022	Class A Common Stock	8,000	D
Stock Option (right to purchase)^F2	$23.45	Mar 22, 2017	D	8,000	D	—	Jun 24, 2023	Class A Common Stock	8,000	D
Stock Option (right to purchase)^F2	$21.11	Mar 22, 2017	D	10,648	D	—	May 14, 2024	Class A Common Stock	10,648	D
Stock Option (right to purchase)^F2	$35.37	Mar 22, 2017	D	5,244	D	—	May 14, 2025	Class A Common Stock	5,244	D
Restricted Stock Units^F4,F3	—	Mar 22, 2017	D	1,272	D	—	May 11, 2026	Class A Common Stock	1,272	D

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").
F2This 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.
F3Each restricted stock unit represents a contingent right to receive one share of Cynosure, Inc.'s common stock.
F4Pursuant 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.