0001140361-23-029891.txt : 20230614
0001140361-23-029891.hdr.sgml : 20230614
20230614182735
ACCESSION NUMBER: 0001140361-23-029891
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220228
FILED AS OF DATE: 20230614
DATE AS OF CHANGE: 20230614
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Baker Eleanor F.
CENTRAL INDEX KEY: 0001810122
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-22427
FILM NUMBER: 231015465
MAIL ADDRESS:
STREET 1: 3760 ROCKY MOUNTAIN AVENUE
CITY: LOVELAND
STATE: CO
ZIP: 80538
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HESKA CORP
CENTRAL INDEX KEY: 0001038133
STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835]
IRS NUMBER: 770192527
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 3760 ROCKY MOUNTAIN AVENUE
CITY: LOVELAND
STATE: CO
ZIP: 80538
BUSINESS PHONE: 9704937272
MAIL ADDRESS:
STREET 1: 3760 ROCKY MOUNTAIN AVENUE
CITY: LOVELAND
STATE: CO
ZIP: 80538
4
1
form4.xml
X0407
4
2022-02-28
true
0001038133
HESKA CORP
HSKA
0001810122
Baker Eleanor F.
3760 ROCKY MOUNTAIN AVENUE
LOVELAND
CO
80538
true
EVP, Managing Dir. & COO, scil
false
Common Stock
2023-06-13
4
A
0
16757
0
A
25226
D
Common Stock
2023-06-13
4
A
0
4056
0
A
29282
D
Common Stock
2023-06-13
4
D
0
29282
120
D
0
D
Performance Shares
2023-06-13
4
D
0
750
D
2025-03-31
Common Stock
750
0
D
Non-Qualified Stock Option (right to buy)
60.94
2022-02-28
4
A
0
12500
0
A
2022-02-28
2030-04-15
Common Stock
12500
12500
D
Non-Qualified Stock Option (right to buy)
60.94
2023-06-13
4
A
0
22500
0
A
2023-06-13
2030-04-15
Common Stock
22500
35000
D
Non-Qualified Stock Option (right to buy)
60.94
2023-06-13
4
D
0
35000
D
2030-04-15
Common Stock
35000
0
D
Incentive Stock Option (right to buy)
60.94
2023-06-13
4
D
0
1
D
2030-04-15
Common Stock
1
0
D
Non-Qualified Stock Option (right to buy)
60.94
2023-06-13
4
D
0
9999
D
2030-04-15
Common Stock
9999
0
D
Incentive Stock Option (right to buy)
98.95
2023-06-13
4
D
0
1500
D
2028-10-23
Common Stock
1500
0
D
Incentive Stock Option (right to buy)
71.84
2023-06-13
4
D
0
2710
D
2029-09-23
Common Stock
2710
0
D
Non-Qualified Stock Option (right to buy)
71.84
2023-06-13
4
D
0
9290
D
2029-09-23
Common Stock
9290
0
D
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 31, 2023, by and among the Issuer, Antech Diagnostics, Inc., a California corporation ("Acquiror"), Helsinki Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acquiror, and, solely for purposes of Section 9.15 of the Merger Agreement, Mars, Incorporated, a Delaware corporation, these shares of performance-based restricted stock of the Issuer were fully accelerated assuming maximum level of performance immediately prior to the effectiveness of the merger.
Includes 305 shares of common stock of the Issuer purchased under the Issuer's employee stock purchase plan on May 26, 2023.
Pursuant to the Merger Agreement, these performance-based restricted stock units were fully accelerated assuming target level of performance immediately prior to the effectiveness of the merger.
Disposed of pursuant to the Merger Agreement in exchange for cash consideration of $120.00 per share of common stock of the Issuer (the "Merger Consideration") on the effective date of the merger.
Pursuant to the Merger Agreement, these performance shares of the Issuer were fully accelerated assuming maximum level of performance immediately prior to the effectiveness of the merger and canceled in the merger in exchange for an amount in cash equal to $120.00 per share.
1,500 performance shares previously vested and settled.
Stock options of the Issuer became vested and exercisable upon achieving performance vesting conditions on February 28, 2022.
Pursuant to the Merger Agreement, these stock options of the Issuer were fully accelerated assuming maximum level of performance immediately prior to the effectiveness of the merger.
Stock options of the Issuer were canceled in the merger in exchange for an amount in cash equal to the difference, if any, between the Merger Consideration and the exercise price of such stock options.
These stock options of the Issuer vested in two equal installments on December 31, 2021 and on December 31, 2022.
These stock options of the Issuer vested monthly in equal installments over four years through October 24, 2022.
These stock options of the Issuer vested in three equal installments on September 24, 2020, September 24, 2021 and September 24, 2022.
/s/ Catherine Grassman For: Eleanor Baker
2023-06-13