FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EndoChoice Holdings, Inc. [ GI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/22/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common stock, par value $0.001 per share | 11/22/2016 | D | 125,445(1) | D(2) | $8 | 0 | D | |||
Common stock, par value $0.001 per share | 11/22/2016 | D | 38,585(1) | D(2) | $8 | 0 | I | By David N. Gill & Diane P. Gill Joint Living Trust |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Employee Stock Option (right to buy)(3) | $5.31 | 11/22/2016 | D | 32,230 | (4) | 03/29/2026 | Common stock, par value $0.001 per share | 32,230 | (3) | 0 | D | ||||
Employee Stock Option (right to buy)(4)(5) | $16.01 | 11/22/2016 | D | 53,825 | (4) | 08/14/2025 | Common stock, par value $0.001 per share | 53,825 | (5) | 0 | D |
Explanation of Responses: |
1. From April 1, 2016 through and including November 14, 2016, the reporting person transferred directly held shares to his indirectly held joint living trust, which resulted in a decrease in direct shares held and an increase in indirect shares held. |
2. Reporting Person disposed of shares of Issuer Common Stock pursuant to a cash tender offer made by Boston Scientific Corporation as more fully described in the Schedule 14D-9 filed by Issuer with the Securities and Exchange Commission on October 7, 2016, and subsequent amendments thereto (the "Merger"). The Issuer's Board of Directors approved in advance the dispositions by the Reporting Person in the tender offer. |
3. This option was cancelled pursuant to the Merger in exchange for a cash payment representing the difference between the exercise price of the option and the merger consideration of $8.00 per share. |
4. Issuer's outstanding stock options, if not yet vested, became fully vested pursuant to the terms and conditions of the Merger. |
5. This option was cancelled pursuant to the Merger. Since the exercise price of this option exceeded the merger consideration of $8.00 per common shares, no value was received by the reporting person. |
Remarks: |
/s/ James B. Young, Jr., under Power of Attorney for David N. Gill | 11/22/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |