SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
Wright Joseph

(Last) (First) (Middle)
1600 WEST MERIT PARKWAY

(Street)
SOUTH JORDAN UT 84095

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
MERIT MEDICAL SYSTEMS INC [ MMSI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
PRESIDENT, INTERNATIONAL
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2020
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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, No Par Value 03/13/2020 M 10,000 A $13.14 10,000 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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
Non-qualified stock options (right to buy) $13.14 03/13/2020 M 10,000 07/31/2014(1) 07/31/2020 Common Stock 10,000 $0 0 D
Non-qualified stock options (right to buy) $12.06 10/04/2015(2) 10/04/2021 Common Stock 25,000 25,000 D
Non-qualified stock options (right to buy) $17.27 02/13/2016(3) 02/13/2022 Common Stock 10,000 10,000 D
Non-qualified stock options (right to buy) $16.05 01/28/2017(4) 01/28/2023 Common Stock 20,000 20,000 D
Non-qualified stock options (right to buy) $28.2 04/14/2018(5) 04/14/2024 Common Stock 25,000 25,000 D
Non-qualified stock options (right to buy) $44.8 03/02/2019(6) 03/02/2025 Common Stock 25,000 25,000 D
Non-qualified stock options (right to buy) $55.73 03/01/2020(7) 03/01/2026 Common Stock 30,000 30,000 D
Non-qualified stock options (right to buy) $37.71 02/26/2021(8) 02/26/2027 Common Stock 16,722 16,722 D
Performance Stock Units (9) 03/15/2021(10) 03/15/2023(10) Common Stock 7,955(11) 7,955 D
Explanation of Responses:
1. Becomes exercisable in equal annual installments of 20% commencing on 07/31/2014.
2. Becomes exercisable in equal annual installments of 20% commencing on 10/04/2015.
3. Becomes exercisable in equal annual installments of 20% commencing on 02/13/2016.
4. Becomes exercisable in equal annual installments of 20% commencing on 01/28/2017.
5. Becomes exercisable in equal annual installments of 20% commencing on 04/14/2018.
6. Becomes exercisable in equal annual installments of 20% commencing on 03/02/2019.
7. Becomes exercisable in equal annual installments of 20% commencing on 03/01/2020.
8. Becomes exercisable in equal annual installments of 25% commencing on 02/26/2021.
9. Each performance share unit represents the Company's commitment to issue one share of Merit Medical Systems, Inc. common stock, subject to achievement of performance criteria.
10. If earned by the Reporting Person, the PSUs will be awarded not later than March 15 of the year following the Issuer's achievement of the target level of free cash flow, subject to conditions set forth in the Performance Stock Unit Award Agreement.
11. On February 26, 2020, the reporting person was awarded a target number of performance share units (''PSUs'') pursuant to a Performance Stock Unit Award Agreement by and between the Reporting Person and the Issuer. The actual number of PSUs to be awarded to the Reporting Person will be based upon the Issuer's free cash flow measured against its 2020 financial plan over one, two and three-year periods ending December 31, 2020, 2021 and 2022, respectively, and subject to the Reporting Person's continued employment with the Issuer and the conditions set forth in the Stock Unit Award Agreement.
/s/ Brian G. Lloyd, Attorney-in-Fact 03/17/2020
** 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.