0001567619-19-020236.txt : 20191031
0001567619-19-020236.hdr.sgml : 20191031
20191031163519
ACCESSION NUMBER: 0001567619-19-020236
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191029
FILED AS OF DATE: 20191031
DATE AS OF CHANGE: 20191031
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Braunstein Douglas L
CENTRAL INDEX KEY: 0001495110
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37406
FILM NUMBER: 191184071
MAIL ADDRESS:
STREET 1: HUDSON EXECUTIVE CAPITAL LP
STREET 2: 570 LEXINGTON AVENUE, 35TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Corindus Vascular Robotics, Inc.
CENTRAL INDEX KEY: 0001528557
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 300687898
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 309 WAVERLEY OAKS ROAD
STREET 2: SUITE 105
CITY: WALTHAM
STATE: MA
ZIP: 02452
BUSINESS PHONE: 508-653-3335
MAIL ADDRESS:
STREET 1: 309 WAVERLEY OAKS ROAD
STREET 2: SUITE 105
CITY: WALTHAM
STATE: MA
ZIP: 02452
FORMER COMPANY:
FORMER CONFORMED NAME: Your Internet Defender, Inc
DATE OF NAME CHANGE: 20110824
4
1
doc1.xml
FORM 4
X0306
4
2019-10-29
1
0001528557
Corindus Vascular Robotics, Inc.
CVRS
0001495110
Braunstein Douglas L
HUDSON EXECUTIVE CAPITAL LP
570 LEXINGTON AVENUE, 35TH FLOOR
NEW YORK
NY
10022
1
0
0
0
Common Stock
2019-10-29
4
D
0
106219
4.28
D
0
D
Common Stock
2019-10-29
4
D
0
14235545
4.28
D
0
I
See footnote
Series A Preferred Stock
1.25
2019-10-29
4
D
0
540000
85.6
D
Common Stock
10800000
0
I
See footnote
Series A-1 Preferred Stock
1.25
2019-10-29
4
D
0
105281.218
85.6
D
Common Stock
2192605.218
0
I
See footnote
Common Stock Purchase Warrant
1.4
2019-10-29
4
D
0
4725000
4.28
D
2018-09-16
2028-03-16
Common Stock
4725000
0
I
See footnote
On October 29, 2019, Siemens Medical Solutions USA, Inc., a Delaware corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Corpus Merger Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of August 7, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").
These shares represent 85,482 shares of the Issuer's common stock and 20,737 restricted stock units ("RSUs").
At the effective time of the Merger (the "Effective Time"), which occurred on October 29, 2019, each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $4.28 in cash, without interest and less any applicable withholding taxes.
At the Effective Time, each outstanding RSU converted into the right to receive a cash payment equal to the product of (i) $4.28 and (ii) the number of shares of the Issuer's common stock underlying the RSU as of the Effective Time, without interest and net of any applicable withholding taxes.
Securities were directly owned by Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), as the investment advisor to certain affiliated investment funds, and HEC Management GP LLC, a Delaware limited liability company ("Management GP"), as the general partner of Hudson Executive, may be deemed to be the beneficial owners of the securities. By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the securities reported for purposes of Rule 16a-1(a). Mr. Braunstein disclaims any beneficial ownership of the securities reported except to the extent of any pecuniary interest therein.
The holders of shares of Series A Preferred Stock and Series A-1 Preferred Stock had the right, at any time and from time to time, at such holder's option, to convert all or any portion of such holder's shares of Series A Preferred Stock or Series A-1 Preferred Stock into fully paid and non-assessable shares of the Issuer's common stock.
The Series A Preferred Stock and Series A-1 Preferred Stock were perpetual and therefore had no expiration date.
At the Effective Time, each outstanding share of the Issuer's Series A Preferred Stock automatically converted into the right to receive $85.60, without interest and less any applicable withholding taxes.
At the Effective Time, each outstanding share of the Issuer's Series A-1 Preferred Stock automatically converted into the right to receive $85.60, without interest and less any applicable withholding taxes.
At the Effective Time, each outstanding warrant to purchase shares of the Issuer's common stock automatically converted into the right to receive a cash payment (without interest) equal to (i) the product of (a) the excess, if any, of (1) $4.28 over (2) the per share exercise price of such warrant, and (b) the number of shares of the Issuer's common stock subject to such warrant as of the Effective Time, less (ii) any applicable withholding taxes.
/s/ Douglas L. Braunstein
2019-10-31