0001181431-12-038055.txt : 20120626 0001181431-12-038055.hdr.sgml : 20120626 20120626185213 ACCESSION NUMBER: 0001181431-12-038055 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120622 FILED AS OF DATE: 20120626 DATE AS OF CHANGE: 20120626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Celano Michael CENTRAL INDEX KEY: 0001377582 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34388 FILM NUMBER: 12928179 MAIL ADDRESS: STREET 1: 220 EAST FIRST STREET CITY: BETHLEHEM STATE: PA ZIP: 18015 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KENSEY NASH CORP CENTRAL INDEX KEY: 0001002811 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 363316412 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 735 PENNSYLVANIA DRIVE CITY: EXTON STATE: PA ZIP: 19341 BUSINESS PHONE: 6105947156 MAIL ADDRESS: STREET 1: 735 PENNSYLVANIA DRIVE CITY: EXTON STATE: PA ZIP: 19341 4 1 rrd349659.xml FORM 4 X0305 4 2012-06-22 0 0001002811 KENSEY NASH CORP KNSY 0001377582 Celano Michael C/O 735 PENNSYLVANIA DRIVE EXTON PA 19341 0 1 0 0 Chief Financial Officer Common Stock 2012-06-22 4 D 0 2500 38.50 D 0 D Stock Appreciation Right 25.64 2012-06-22 4 D 0 20200 12.86 D 2018-09-20 Common Stock 20200 0 D Employee Stock Option (right to buy) 17.00 2012-06-22 4 D 0 30000 21.50 D 2019-03-10 Common Stock 30000 0 D Employee Stock Option (right to buy) 28.48 2012-06-22 4 D 0 4400 10.02 D 2019-09-22 Common Stock 4400 0 D Employee Stock Option (right to buy) 28.98 2012-06-22 4 D 0 12000 9.52 D 2020-09-20 Common Stock 12000 0 D Represents shares of common stock of Kensey Nash Corporation (the "Company") issued upon the accelerated vesting of restricted stock units, which vesting occurred at the time of (but not before) the acceptance of shares of the Company's common stock by Biomedical Acquisition Corporation ("Merger Sub") pursuant to the tender offer contemplated by the Agreement and Plan of Merger, dated as of May 2, 2012 (the "Merger Agreement"), among Koninklijke DSM N.V., Merger Sub and the Company. This stock appreciation right was cancelled pursuant to the merger contemplated by the Merger Agreement in exchange for a cash payment equal to the product of (A) the excess of the $38.50 consideration payable in the merger for each share of the Company's common stock over the base price per share of such stock appreciation right, multiplied by (B) the number of shares of the Company's common stock subject to such stock appreciation right. This option was cancelled pursuant to the merger contemplated by the Merger Agreement in exchange for a cash payment equal to the product of (A) the excess of the $38.50 consideration payable in the merger for each share of the Company's common stock over the exercise price per share of the option, multiplied by (B) the number of shares of the Company's common stock subject to such option. /s/ Michael Celano 2012-06-26