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