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