0001354217-15-000044.txt : 20150219
0001354217-15-000044.hdr.sgml : 20150219
20150219174151
ACCESSION NUMBER: 0001354217-15-000044
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: Lukianov Alexis V
CENTRAL INDEX KEY: 0001289410
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-52045
FILM NUMBER: 15632859
MAIL ADDRESS:
STREET 1: 7475 LUSK BLVD.
CITY: SAN DIEGO
STATE: CA
ZIP: 92121
4
1
wf-form4_142438570111213.xml
FORM 4
X0306
4
2015-02-17
1
0001354217
Volcano Corp
VOLC
0001289410
Lukianov Alexis V
3721 VALLEY CENTRE DR., SUITE 500
SAN DIEGO
CA
92130
1
0
0
0
Common Stock
2015-02-17
4
D
0
3000
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)
14.91
2015-02-17
4
D
0
12000
3.09
D
2016-07-29
Common Stock
12000.0
0
D
Non-Qualified Stock Option (Right to Buy)
16.84
2015-02-17
4
D
0
10840
1.16
D
2020-05-15
Common Stock
10840.0
0
D
Non-Qualified Stock Option (Right to Buy)
17.48
2015-02-17
4
D
0
10049
0.52
D
2021-06-03
Common Stock
10049.0
0
D
Restricted Stock Units
0.0
2015-02-17
4
D
0
2136
18
D
Common Stock
2136.0
0
D
Restricted Stock Units
0.0
2015-02-17
4
D
0
1698
18
D
Common Stock
1698.0
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
3711
18
D
Common Stock
3711.0
0
D
Restricted Stock Units
0.0
2015-02-17
4
D
0
3575
18
D
Common Stock
3575.0
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