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