| 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
CANDELA CORP /DE/ [ CLZR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/05/2010 | ||||||||||||||||||||||||||
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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 | 01/05/2010 | D | 242,000 | D | (1) | 0 | D | |||
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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 | ||||||||
| Stock Appreciation Rights (right to buy) | $0.41 | 01/05/2010 | 01/19/2009 | D | 50,000 | (2) | 01/19/2019 | Common Stock, $0.01 par value per share | 50,000 | (2) | 0 | D | |||
| Stock Appreciation Rights (right to buy) | $4.29 | 01/05/2010 | 01/25/2008 | D | 120,000 | (3) | 01/25/2018 | Common Stock, $0.01 par value per share | 120,000 | (3) | 0 | D | |||
| Stock Appreciation Rights (right to buy) | $11.53 | 01/05/2010 | 04/03/2007 | D | 100,000 | (4) | 04/03/2017 | Common Stock, $0.01 par value per share | 100,000 | (4) | 0 | D | |||
| Stock Appreciation Rights (right to buy) | $15.33 | 01/05/2010 | 01/30/2006 | D | 80,000 | (5) | 01/30/2016 | Common Stock, $0.01 par value per share | 80,000 | (5) | 0 | D | |||
| Non-Qualified Stock Option (right to buy) | $9.5 | 01/05/2010 | 02/11/2005 | D | 20,000 | (6) | 02/11/2015 | Common Stock, $0.01 par value per share | 20,000 | (6) | 0 | D | |||
| Incentive Stock Option (Right to Buy) | $10.35 | 01/05/2010 | 08/23/2004 | D | 8 | (7) | 08/23/2014 | Common Stock, $0.01 par value per share | 8 | (7) | 0 | D | |||
| Non-Qualified Stock Option (right to buy) | $10.35 | 01/05/2010 | 08/23/2004 | D | 69,992 | (8) | 08/23/2014 | Common Stock, $0.01 par value per share | 69,992 | (8) | 0 | D | |||
| Incentive Stock Option (Right to Buy) | $11.96 | 01/05/2010 | 01/26/2004 | D | 9,150 | (9) | 01/26/2014 | Common Stock, $0.01 par value per share | 9,150 | (9) | 0 | D | |||
| Non-Qualified Stock Option (Right to Buy) | $11.96 | 01/05/2010 | 01/26/2004 | D | 20,850 | (10) | 01/26/2014 | Common Stock, $0.01 par value per share | 20,850 | (10) | 0 | D | |||
| Non-Qualified Stock Option (Right to Buy) | $11.98 | 01/05/2010 | 01/29/2004 | D | 29,142 | (11) | 01/29/2014 | Common Stock, $0.01 par value per share | 29,142 | (11) | 0 | D | |||
| Incentive Stock Option (Right to Buy) | $11.98 | 01/05/2010 | 01/29/2004 | D | 858 | (12) | 01/29/2014 | Common Stock, $0.01 par value per share | 858 | (12) | 0 | D | |||
| Explanation of Responses: |
| 1. These shares were disposed of pursuant to a merger agreement between the Issuer and Syneron Medical Ltd. "Syneron" in exchange for 70,446 ordinary shares of Syneron having a market value of $10.39 per share at the close of trading on the effective date of the merger. |
| 2. The stock-settled stock appreciation rights, which were exercisable in two equal installments beginning on January 19, 2010, were vested in full and assumed by Syneron as a result of the merger and replaced with stock-settled stock appreciation rights to purchase 14,555 ordinary shares of Syneron at an exercise price of $1.41 per share. |
| 3. The stock-settled stock appreciation rights, which were exercisable in four equal installments beginning on January 25, 2009, were vested in full and assumed by Syneron as a result of the merger and replaced with stock-settled stock appreciation rights to purchase 34,932 ordinary shares of Syneron at an exercise price of $14.74 per share. |
| 4. The stock-settled stock appreciation rights, which were exercisable in four equal installments beginning on April 3, 2008, were vested in full and assumed by Syneron as a result of the merger and replaced with stock-settled stock appreciation rights to purchase 29,110 ordinary shares of Syneron at an exercise price of $39.61 per share. |
| 5. The stock-settled stock appreciation rights, which were exercisable in four equal installments beginning on January 30, 2007, were vested in full and assumed by Syneron as a result of the merger and replaced with stock-settled stock appreciation rights to purchase 23,288 ordinary shares of Syneron at an exercise price of $52.67 per share. |
| 6. The non-qualified stock options, which were immediately exercisable on November 2, 2005, were vested in full and assumed by Syneron as a result of the merger and replaced with non-qualified stock options to purchase 5,822 ordinary shares of Syneron at an exercise price of $32.64 per share. |
| 7. The incentive stock options, which were exercisable in four annual installments beginning on August 23, 2005, were vested in full and assumed by Syneron as a result of the merger and replaced with incentive stock options to purchase 2 ordinary shares of Syneron at an exercise price of $35.56 per share. |
| 8. The non-qualified stock options, which were exercisable in four equal annual installments beginning on August 23, 2005, were vested in full and assumed by Syneron as a result of the merger and replaced with non-qualified stock options to purchase 20,374 ordinary shares of Syneron at an exercise price of $35.56 per share. |
| 9. The incentive stock options, which were exercisable in four annual installments beginning on January 26, 2005, were vested in full and assumed by Syneron as a result of the merger and replaced with incentive stock options to purchase 2,663 ordinary shares of Syneron at an exercise price of $41.09 per share. |
| 10. The non-qualified stock options, which were exercisable in three annual installments beginning on January 26, 2005, were vested in full and assumed by Syneron as a result of the merger and replaced with non-qualified stock options to purchase 6,069 ordinary shares of Syneron at an exercise price of $41.09 per share. |
| 11. The non-qualified stock options, which were exercisable in four annual installments beginning on January 29, 2005, were vested in full and assumed by Syneron as a result of the merger and replaced with non-qualified stock options to purchase 8,483 ordinary shares of Syneron at an exercise price of $41.16 per share. |
| 12. The incentive stock options, which were exercisable in one installment on January 29, 2008, were vested in full and assumed by Syneron as a result of the merger and replaced with incentive stock options to purchase 249 ordinary shares of Syneron at an exercise price of $41.16 per share. |
| /s/ John M. Mutkoski, Attorney-in-Fact | 02/01/2010 | |
| ** 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. | ||