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