0001354217-15-000045.txt : 20150219 0001354217-15-000045.hdr.sgml : 20150219 20150219174204 ACCESSION NUMBER: 0001354217-15-000045 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150217 FILED AS OF DATE: 20150219 DATE AS OF CHANGE: 20150219 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Volcano Corp CENTRAL INDEX KEY: 0001354217 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330928885 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3721 VALLEY CENTRE DRIVE STREET 2: SUITE 500 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 800-228-4728 MAIL ADDRESS: STREET 1: 3721 VALLEY CENTRE DRIVE STREET 2: SUITE 500 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: Volcano CORP DATE OF NAME CHANGE: 20060223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MATRICARIA RONALD A CENTRAL INDEX KEY: 0001221872 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52045 FILM NUMBER: 15632864 MAIL ADDRESS: STREET 1: VOLCANO CORPORATION STREET 2: 3661 VALLEY CENTRE DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92130 4 1 wf-form4_142438571475997.xml FORM 4 X0306 4 2015-02-17 1 0001354217 Volcano Corp VOLC 0001221872 MATRICARIA RONALD A 3721 VALLEY CENTRE DR., SUITE 500 SAN DIEGO CA 92130 1 0 0 0 Common Stock 2015-02-17 4 D 0 60000 18 D 0 I by Trust Common Stock 2015-02-17 4 D 0 43147 18 D 0 D Non-Qualified Stock Option (Right to Buy) 13.16 2015-02-17 4 D 0 8000 4.84 D 2015-06-20 Common Stock 8000.0 0 D Non-Qualified Stock Option (Right to Buy) 13.6 2015-02-17 4 D 0 16000 4.40 D 2016-02-04 Common Stock 16000.0 0 D Non-Qualified Stock Option (Right to Buy) 16.84 2015-02-17 4 D 0 15176 1.16 D 2020-05-15 Common Stock 15176.0 0 D Non-Qualified Stock Option (Right to Buy) 17.48 2015-02-17 4 D 0 14069 0.52 D 2021-06-03 Common Stock 14069.0 0 D Restricted Stock Units 0.0 2015-02-17 4 D 0 2193 18 D Common Stock 2193.0 0 D Restricted Stock Units 0.0 2015-02-17 4 D 0 5195 18 D Common Stock 5195.0 0 D Restricted Stock Units 0.0 2015-02-17 4 D 0 5005 18 D Common Stock 5005.0 0 D Per the terms of the Agreement and Plan of Merger, dated as of December 16, 2014, among the Company, Philips Holding USA Inc., a Delaware corporation, and Clearwater Merger Sub, Inc., a Delaware corporation (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Volcano common stock was validly tendered for $18.00 per share in cash, without interest and less any required withholding taxes. Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive cash in an amount equal to (i) the total number of shares subject to each such option immediately prior to the Acceptance Time (without regard to vesting) multiplied by (ii) the excess, if any, of (x) $18.00 per share in cash, over (y) the exercise price payable per share under each such stock option, without interest and less any required withholding taxes. Per the terms of the Merger Agreement, each restricted stock unit award that was outstanding as of immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash in amount equal to $18.00 per share in cash, without interest and less any required withholding taxes. By: /s/ Jeremy Hayden, Attorney-in-fact 2015-02-19