0000947871-16-001446.txt : 20160824
0000947871-16-001446.hdr.sgml : 20160824
20160824141118
ACCESSION NUMBER: 0000947871-16-001446
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160823
FILED AS OF DATE: 20160824
DATE AS OF CHANGE: 20160824
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: HeartWare International, Inc.
CENTRAL INDEX KEY: 0001389072
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 980498958
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 500 OLD CONNECTICUT PATH
CITY: FRAMINGHAM
STATE: MA
ZIP: 01701
BUSINESS PHONE: 508-739-0873
MAIL ADDRESS:
STREET 1: 500 OLD CONNECTICUT PATH
CITY: FRAMINGHAM
STATE: MA
ZIP: 01701
FORMER COMPANY:
FORMER CONFORMED NAME: HeartWare LTD
DATE OF NAME CHANGE: 20070206
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: 001-34256
FILM NUMBER: 161849092
MAIL ADDRESS:
STREET 1: C/O HEARTWARE, INC.
STREET 2: 3351 EXECUTIVE WAY
CITY: MIRAMAR
STATE: FL
ZIP: 33025
4
1
ss7704_4.xml
OWNERSHIP DOCUMENT
X0306
4
2016-08-23
1
0001389072
HeartWare International, Inc.
HTWR
0001419219
Schuermann James
C/O HEARTWARE INTERNATIONAL, INC.
500 OLD CONNECTICUT PATH
FRAMINGHAM
MA
01701
0
1
0
0
SVP, Sales & Marketing
Common Stock
2016-08-23
4
U
0
12043
58
D
0
D
Restricted Stock Unit
2016-08-23
4
D
0
1600
D
Common Stock
1600
0
D
Restricted Stock Unit
2016-08-23
4
D
0
3423
D
Common Stock
3423
0
D
Restricted Stock Unit
2016-08-23
4
D
0
2625
D
Common Stock
2625
0
D
Restricted Stock Unit
2016-08-23
4
D
0
4000
D
Common Stock
4000
0
D
Restricted Stock Unit
2016-08-23
4
D
0
1600
D
Common Stock
1600
0
D
Restricted Stock Unit
2016-08-23
4
D
0
1711
D
Common Stock
1711
0
D
Restricted Stock Unit
2016-08-23
4
D
0
3500
D
Common Stock
3500
0
D
Restricted Stock Unit
2016-08-23
4
D
0
4000
D
Common Stock
4000
0
D
Stock Option (right to buy)
33.49
2016-08-23
4
D
0
5000
D
2026-02-19
Common Stock
5000
0
D
Disposed of in a tender offer by Medtronic Acquisition Corp., a Delaware Corporation ("Purchaser") to acquire all of the outstanding shares of common stock of HeartWare International, Inc., a Delaware corporation ("HeartWare") for $58.00 per share pursuant to the terms of that certain Agreement and Plan of Merger, dated as of June 27, 2016, by and among HeartWare, Purchaser, and Medtronic, Inc., a Minnesota corporation (the "Merger Agreement"). All terms capitalized but not defined shall have the meaning given to them in the Merger Agreement.
Each restricted stock unit represents a right to receive one share of HeartWare common stock.
Pursuant to the Merger Agreement, each unvested restricted stock unit was automatically cancelled as of the Effective Time and converted into the right to receive an amount in cash equal to the product of (i) $58.00 multiplied by (ii) the number of shares of HeartWare common stock subject to such restricted stock unit as of immediately prior to the Effective Time (with any such restricted stock units that are subject to performance-based vesting being deemed earned assuming achievement of all performance milestones), less any required withholding of taxes.
Pursuant to the Merger Agreement, each option that was outstanding and unexercised immediately prior to the Effective Time and for which the exercise price of such option was less than $58.00 per share, without regard to the extent vested or exercisable, was automatically canceled as of the Effective Time and converted into the right to receive a cash payment equal to the product of the excess of $58.00 over the exercise price of such option and the number of unexercised shares of HeartWare common stock subject to such option immediately prior to the Effective Time, less any required withholding of taxes. Each option for which, as of the Effective Time, the exercise price of such option was greater than $58.00 was automatically cancelled as of the Effective Time without any consideration being paid in respect thereof.
/s/ Larry Knopf as Attorney-in-Fact
2016-08-24