0000899243-21-006164.txt : 20210211 0000899243-21-006164.hdr.sgml : 20210211 20210211214325 ACCESSION NUMBER: 0000899243-21-006164 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210209 FILED AS OF DATE: 20210211 DATE AS OF CHANGE: 20210211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Capper Joseph H CENTRAL INDEX KEY: 0001456817 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55039 FILM NUMBER: 21622307 MAIL ADDRESS: STREET 1: BIOTELEMETRY, INC. STREET 2: 1000 CEDAR HOLLOW ROAD, #102 CITY: MALVERN STATE: PA ZIP: 19355 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BIOTELEMETRY, INC. CENTRAL INDEX KEY: 0001574774 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 462568498 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 CEDAR HOLLOW ROAD CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 610-729-7000 MAIL ADDRESS: STREET 1: 1000 CEDAR HOLLOW ROAD CITY: MALVERN STATE: PA ZIP: 19355 FORMER COMPANY: FORMER CONFORMED NAME: BioTelemetry, Inc. DATE OF NAME CHANGE: 20130418 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-02-09 1 0001574774 BIOTELEMETRY, INC. BEAT 0001456817 Capper Joseph H 1000 CEDAR HOLLOW ROAD MALVERN PA 19355 1 1 0 0 President & CEO Common Stock 2020-12-28 5 G 0 E 1400 0.00 D 166972 D Common Stock 2020-12-29 5 G 0 E 1400 0.00 D 165572 D Common Stock 2021-02-03 5 G 0 E 1400 0.00 D 164172 D Common Stock 2021-02-03 5 G 0 E 1400 0.00 D 162772 D Common Stock 2021-02-09 4 D 0 162772 72.00 D 0 D Stock Options (Right to Buy) 4.67 2021-02-09 4 D 0 54235 67.33 D 2021-03-04 Common Stock 54235 0 D Stock Options (Right to Buy) 2.80 2021-02-09 4 D 0 313232 69.20 D 2022-02-21 Common Stock 313232 0 D Stock Options (Right to Buy) 2.54 2021-02-09 4 D 0 257177 69.46 D 2023-02-19 Common Stock 257177 0 D Stock Options (Right to Buy) 8.68 2021-02-09 4 D 0 104468 63.32 D 2024-02-14 Common Stock 104468 0 D Stock Options (Right to Buy) 10.36 2021-02-09 4 D 0 122538 61.64 D 2025-02-16 Common Stock 122538 0 D Stock Options (Right to Buy) 9.57 2021-02-09 4 D 0 94752 62.43 D 2026-02-15 Common Stock 94752 0 D Stock Options (Right to Buy) 24.65 2021-02-09 4 D 0 45917 47.35 D 2027-02-14 Common Stock 45917 0 D Stock Options (Right to Buy) 33.35 2021-02-09 4 D 0 49604 38.65 D 2028-02-14 Common Stock 49604 0 D Stock Options (Right to Buy) 53.22 2021-02-09 4 D 0 42291 18.78 D 2030-02-17 Common Stock 42291 0 D Performance Stock Units 0.00 2021-02-09 4 D 0 20834 72.00 D 2021-02-14 Common Stock 20834 0 D Performance Stock Units 0.00 2021-02-09 4 D 0 10946 72.00 D 2022-02-14 Common Stock 10946 0 D Performance Stock Units 0.00 2021-02-09 4 D 0 17762 72.00 D Common Stock 17762 0 D Per the terms of the Agreement and Plan of Merger, dated as of December 18, 2020, among the Company, Philips Holding USA Inc., a Delaware corporation, and Davies Merger Sub, Inc., a Delaware corporation (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Company common stock was validly tendered for $72.00 per share in cash (the "Offer Price"), less any applicable withholding taxes. Includes 49,542 restricted stock units that, pursuant to the Merger Agreement, were cancelled at the Effective Time of the Merger (both as defined in the Merger Agreement) and converted into the right to receive the Offer Price, less any applicable withholding taxes. Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of the Effective 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 the product of (i) the total number of shares of Company common stock subject to such stock option immediately prior to the Effective Time, and (ii) the excess, if any, of the Offer Price over the exercise price per share of such stock option, less applicable withholding taxes. Per the terms of the Merger Agreement, each performance stock unit ("PSU") that was outstanding as of the Effective Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive cash equal to the product of (i) the total number of shares of Company common stock subject to such PSU that would have vested if the applicable performance period ended immediately prior to the Effective Time (assuming that any applicable performance conditions were deemed to be achieved at the target performance level), multiplied by (ii) the Offer Price, less applicable withholding taxes. /s/ Cody Wm. Cowper, Attorney-in-Fact 2021-02-11