0001209191-19-057943.txt : 20191125
0001209191-19-057943.hdr.sgml : 20191125
20191125163507
ACCESSION NUMBER: 0001209191-19-057943
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191121
FILED AS OF DATE: 20191125
DATE AS OF CHANGE: 20191125
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Schuermann James
CENTRAL INDEX KEY: 0001419219
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38809
FILM NUMBER: 191246599
MAIL ADDRESS:
STREET 1: C/O HEARTWARE, INC.
STREET 2: 3351 EXECUTIVE WAY
CITY: MIRAMAR
STATE: FL
ZIP: 33025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: AVEDRO INC
CENTRAL INDEX KEY: 0001343304
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 201 JONES ROAD
CITY: WALTHAM
STATE: MA
ZIP: 02451
BUSINESS PHONE: 781 768 3400
MAIL ADDRESS:
STREET 1: 201 JONES ROAD
CITY: WALTHAM
STATE: MA
ZIP: 02451
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-11-21
1
0001343304
AVEDRO INC
AVDR
0001419219
Schuermann James
201 JONES ROAD
WALTHAM
MA
02451
0
1
0
0
Chief Business Officer
Common Stock
2019-11-21
4
D
0
942
D
0
D
Employee Stock Option (right to buy)
12.73
2019-11-21
4
D
0
49438
D
2029-01-08
Common Stock
49438
0
D
Employee Stock Option (right to buy)
3.69
2019-11-21
4
D
0
148699
D
2028-06-20
Common Stock
148699
0
D
Restricted Stock Units
2019-11-21
4
D
0
14130
D
Common Stock
14130
0
D
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of August 7, 2019, by and among Avedro, Inc. (the "Issuer"), Glaukos Corporation ("Parent") and Atlantic Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on November 21, 2019, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer continuing as the surviving corporation. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer ("Issuer Common Stock") that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive 0.365 of a share of Parent's common stock ("Parent Common Stock"). The closing price of shares of the Parent Common Stock on November 21, 2019 was $63.07 per share.
At the Effective Time, each outstanding and unexercised option to purchase Issuer Common Stock (whether vested or unvested) immediately prior to the Effective Time, was assumed by Parent and converted into an option to purchase shares of Parent Common Shares (rounded down to the nearest whole share) using a conversion ratio designed to preserve the intrinsic value of such option of Issuer. Certain of the options may be settled in cash based on the extent, if any, to which the fair market value of the shares underlying the options at the time of exercise exceeds the applicable exercise price of the options.
Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
At the Effective Time, each outstanding restricted stock unit ("Issuer RSU") (excluding any Issuer RSU that vested prior to or as a result of the consummation of the Merger and which settled in shares of Issuer Common Stock that were converted into the right to receive shares of Parent Common Stock as a result of the Merger) was assumed by Parent and converted into the right to receive shares of Parent Common Stock (rounded down to the nearest whole share) using a conversion ratio designed to preserve the intrinsic value of such Issuer RSU.
/s/ Paul S. Bavier, Attorney-in-Fact
2019-11-21