FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
EndoChoice Holdings, Inc. [ GI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/22/2016 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common stock, par value $0.001 per share | 11/22/2016 | D | 26,666 | D(1) | $8 | 0 | I | By Saol Capital LLC(2) | ||
Common stock, par value $0.001 per share | 11/22/2016 | D | 8,423 | D(1) | $8 | 0 | I | By Front Foot Trust(3) | ||
Common stock, par value $0.001 per share | 11/22/2016 | D | 47,446 | D(1) | $8 | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. Reporting Person disposed of shares of Issuer Common Stock pursuant to a cash tender offer made by Boston Scientific Corporation as more fully described in the Schedule 14D-9 filed by Issuer with the Securities and Exchange Commission on October 7, 2016, and subsequent amendments thereto (the "Merger"). The Issuer's Board of Directors approved in advance the dispositions by the Reporting Person in the tender offer. |
2. Saol Capital LLC is owned equally by The Huennekens Family Trust dated June 14, 2007 and The Kieran and Mary Ellen Gallahue Revocable Family Trust dated January 24, 2004, as amended, which hold voting and dispositive power with respect thereto. The Huennekens Family Trust dated June 14, 2007 is owned directly and equally by the reporting person and Deborah Legome Huennekens. The Kieran and Mary Ellen Gallahue Revocable Trust is owned directly and equally by Kieran Thomas Gallahue and Mary Ellen Gallahue. By virtue of the relationships described in this footnote, the entities and individuals described herein may be deemed to beneficially own the shares owned by Saol Capital. |
3. Shares previously directly held by the reporting person were transferred to Front Foot Trust on September 1, 2016. Front Foot Trust is owned directly and equally by the reporting person and Deborah Legome Huennekens and may therefore be deemed to beneficially own the shares owned by Front Foot Trust. |
Remarks: |
/s/ James B. Young, under Power of Attorney for R. Scott Huennekens | 11/22/2016 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |