0001562180-22-004071.txt : 20220516
0001562180-22-004071.hdr.sgml : 20220516
20220516183720
ACCESSION NUMBER: 0001562180-22-004071
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20220513
FILED AS OF DATE: 20220516
DATE AS OF CHANGE: 20220516
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: West Thomas A.
CENTRAL INDEX KEY: 0001620705
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36545
FILM NUMBER: 22931572
MAIL ADDRESS:
STREET 1: C/O INTERSECT, INC.
STREET 2: 1555 ADAMS DRIVE
CITY: MENLO PARK
STATE: CA
ZIP: 94025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Intersect ENT, Inc.
CENTRAL INDEX KEY: 0001271214
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 200280837
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1555 ADAMS DRIVE
CITY: MENLO PARK
STATE: CA
ZIP: 94025
BUSINESS PHONE: 650-641-2100
MAIL ADDRESS:
STREET 1: 1555 ADAMS DRIVE
CITY: MENLO PARK
STATE: CA
ZIP: 94025
FORMER COMPANY:
FORMER CONFORMED NAME: SINEXUS INC
DATE OF NAME CHANGE: 20031124
4
1
primarydocument.xml
PRIMARY DOCUMENT
X0306
4
2022-05-13
false
0001271214
Intersect ENT, Inc.
XENT
0001620705
West Thomas A.
C/O INTERSECT ENT, INC.
1555 ADAMS DRIVE
MENLO PARK
CA
94025
true
true
false
false
President and CEO
Common Stock
2022-05-13
4
U
false
39700.00
28.25
D
312048.00
D
Common Stock
2022-05-13
4
U
false
104456.00
28.25
D
207592.00
D
Common Stock
2022-05-13
4
U
false
207592.00
28.25
D
0.00
D
Stock Options (Right to buy)
26.18
2022-05-13
4
U
false
78700.00
28.25
D
2030-02-03
Common Stock
78700.00
0.00
D
Stock Options (Right to buy)
23.07
2022-05-13
4
U
false
118461.00
28.25
D
2031-02-01
Common Stock
118461.00
0.00
D
Stock Options (Right to buy)
20.44
2022-05-13
4
U
false
97960.00
28.25
D
2029-07-21
Common Stock
97960.00
0.00
D
Stock Options (Right to buy)
20.44
2022-05-13
4
U
false
427147.00
28.25
D
2029-07-21
Common Stock
427147.00
0.00
D
Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit that was subject to performance-based vesting conditions (each, an 'Issuer PSU') that was outstanding and became vested prior to or upon the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Issuer Common Stock subject to such Issuer PSU and (2) the Common Stock Merger Consideration, subject to any required withholding of taxes.
Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the 'Merger Agreement'), dated August 6, 2021, by and among the Issuer, Medtronic, Inc. ('Parent') and Project Kraken Merger Sub, Inc., a wholly-owned subsidiary of Parent ('Merger Sub'), including the consummation of the merger (the 'Merger') between Issuer and Merger Sub on May 13, 2022. Pursuant to the Merger Agreement, as of the effective time of the Merger (the 'Effective Time'), [each outstanding share of Issuer common stock, $0.001 par value per share ('Issuer Common Stock'), was cancelled, retired and converted into the right to receive an amount equal to $28.25 in cash, without interest thereon (the 'Common Stock Merger Consideration'), subject to any required withholding of taxes].
Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit that was subject to vesting conditions based solely on continued employment with or service to the Company or any of its subsidiaries (each, an 'Issuer RSU') that was outstanding and unvested immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Issuer Common Stock subject to such Issuer RSU and (2) the Common Stock Merger Consideration, subject to any required withholding of taxes.
Pursuant to the Merger Agreement, at the Effective Time, each option granted by the Issuer to purchase Issuer Common Stock other than options subject to performance-based vesting conditions (each, an 'Issuer Option') that was outstanding and unexercised as of immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Issuer Common Stock subject to such Issuer Option and (2) the excess, if any, of the Common Stock Merger Consideration over the exercise price of such Issuer Option, subject to any required withholding of taxes.
Pursuant to the Merger Agreement, at the Effective Time, each option granted by the Issuer to purchaser Issuer Common Stock that is subject to performance-based vesting conditions that was outstanding and unexercised and became vested immediately prior to or upon the Effective Time (each, a 'Vested Performance Based Option') was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Issuer Common Stock subject to such Performance Based Option and (2) the excess, if any, of the Common Stock Merger Consideration over the exercise price of such Vested Performance Based Option, subject to any required withholding of taxes.
/s/ Patrick A. Broderick, Attorney-in-Fact for Thomas A. West
2022-05-16
EX-24
2
thomaswestpoa_july2021.txt
THOMAS WEST JULY 2021 POA
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby
constitutes and appoints each of
RICHARD A. MEIER and PATRICK A. BRODERICK of
Intersect ENT, Inc. (the
"Company") and MATTHEW B. REMINGTON and KRIS TAMASHIRO of Cooley
LLP, signing individually, the undersigned's true and lawful
attorneys-in-fact and agents to:
(l) Prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the Securities and Exchange
Commission (the "SEC'), a Form ID, Uniform Application for Access
Codes to File on EDGAR, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and passwords
enabling the undersigned to make electronic filings with the SEC of
reports required by Section 16(a) of the Securities Exchange Act of
1934, as amended (the "Exchange Acf'), or any rule or regulation
thereunder;
(2) Prepare, execute in the undersigned's name and on the
undersigned's behalf, and submit to the SEC Forms 3, 4, and 5
(including amendments thereto and joint filing agreements in
connection therewith) in accordance with Section 16(a) of the Exchange
Act and the rules thereunder in the undersigned's capacity as an
officer, director, or beneficial owner of more than 10% of a
registered class of securities of the Company;
(3) Do and perform any and all acts for and on behalf of
the undersigned that may be necessary or desirable to prepare and
execute any such Form 3, 4, or 5 (including amendments thereto and
joint filing agreements in connection therewith) and file such forms
with the SEC and any stock exchange, self-regulatory association or
any similar authority; and
(4) Take any other action of any type whatsoever in connection
with the foregoing that, in the opinion of such attorney-in-fact, may
be of benefit to, in the best interest of, or legally required of
the undersigned, it being understood that the documents executed by
the attorney-in-fact on behalf of the undersigned pursuant to this
Power of Attorney shall be in such form and shall contain such
terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact
full power and authority to do and perform any and every act and
thing whatsoever requisite, necessary, or proper to be done in the
exercise of any of the rights and powers herein granted, as fully to
all intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully
do or cause to be done by virtue of this power of attorney and the
rights and powers herein granted. The undersigned acknowledges that
the foregoing attorneys-in-fact, and their substitutes, in serving
in such capacity at the request of the undersigned, are not
assuming (nor is the Company assuming) any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full force and effect
until the earliest to occur of the following: (a) the undersigned
is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of, and transactions in, securities issued
by the Company, (b) revocation by the undersigned in a signed
writing delivered to the Company and the foregoing attorneys-in
fact, or (c) as to any attorney-in-fact individually, until such
attorney-in-fact is no longer employed by the Company or Cooley
LLP, as applicable.
IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of the date written below.
/s/ Thomas A. West
Thomas A. West
7/12/2021
Date