SEC Form 4 · accession 0001437749-18-007488

· CGNT

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

Reporting owner

Officer — CEO

Period of report

Apr 20, 2018

Accepted (ET)

Apr 23, 2018 · 5:07 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000894237

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Apr 20, 2018	U	178,017	$3.85	D	200,576	D
Common Stock^F2	Apr 23, 2018	D	200,576	$3.85	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Common Stock^F3	$3.62	Apr 23, 2018	D	72,662	D	Feb 11, 2013	Feb 11, 2020	Common Stock	72,662	D
Common Stock^F3	$1.64	Apr 23, 2018	D	100,000	D	Apr 27, 2015	Apr 27, 2022	Common Stock	100,000	D
Common Stock^F3	$1.03	Apr 23, 2018	D	100,000	D	Jun 29, 2016	Jun 29, 2023	Common Stock	100,000	D
Common Stock^F3	$1.14	Apr 2, 2018	D	300,000	D	Jul 11, 2016	Jul 11, 2023	Common Stock	300,000	D
Stock Option (Right to Buy)^F3	$1.65	Apr 23, 2018	D	359,589	D	May 19, 2017	May 19, 2027	Common Stock	359,589	D

F1On April 20, 2018, these shares were purchased in a tender offer for all of the issued and outstanding shares of common stock, par value $0.01 per share, of Cogentix Medical, Inc. (the Company") by Camden Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of LM US Parent, Inc. and Laborie Medical Technologies Canada ULC, pursuant to the Agreement and Plan of Merger dated as of March 11, 2018 (the "Merger Agreement").
F2Pursuant to the Merger Agreement, upon the effectiveness of the merger of Merger Sub with and into the Company (the "Merger"), these shares of restricted stock were cancelled and converted into the right to receive a cash payment of $3.85 per share, net to the reporting person in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").
F3Pursuant to the Merger Agreement, upon effectiveness of the Merger, these options were cancelled and converted into the right to receive a cash payment equal to the product of (A) the total number of shares subject to such option and (B) the excess, if any, of the Merger Consideration over the exercise price per share.