0001387131-19-008129.txt : 20191031 0001387131-19-008129.hdr.sgml : 20191031 20191031165002 ACCESSION NUMBER: 0001387131-19-008129 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: Toland Mark J CENTRAL INDEX KEY: 0001668033 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37406 FILM NUMBER: 191184241 MAIL ADDRESS: STREET 1: 309 WAVERLEY OAKS RD., SUITE 105 CITY: WALTHAM STATE: MA ZIP: 02452 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 toland-form4_102919.xml OWNERSHIP DOCUMENT X0306 4 2019-10-29 1 0001528557 Corindus Vascular Robotics, Inc. CVRS 0001668033 Toland Mark J 309 WAVERLEY OAKS RD., SUITE 105 WALTHAM MA 02452 1 1 0 0 President and CEO Non-qualified stock option (right to buy) 1.46 2019-10-29 4 D 0 297335 2.82 D 2016-12-01 2026-03-06 Common Stock 297335 0 D Non-qualified stock option (right to buy) 1.46 2019-10-29 4 D 0 7136049 2.82 D 2026-03-06 Common Stock 7136049 0 D Non-qualified stock option (right to buy) 0.705 2019-10-29 4 D 0 297335 3.575 D 2016-12-01 2026-11-30 Common Stock 297335 0 D Non-qualified stock option (right to buy) 0.705 2019-10-29 4 D 0 297335 3.575 D 2017-05-17 2026-11-30 Common Stock 297335 0 D Non-qualified stock option (right to buy) 0.705 2019-10-29 4 D 0 297335 3.575 D 2017-06-22 2026-11-30 Common Stock 297335 0 D Non-qualified stock option (right to buy) 0.7501 2019-10-29 4 D 0 5183322 3.5299 D 2028-05-31 Common Stock 5183322 0 D 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"). The option vested in full upon the Board's determination that Mr. Toland achieved the required performance criteria. At the effective time of the Merger (the "Effective Time"), which occurred on October 29, 2019, each outstanding and unexercised option to purchase shares of the Issuer's common stock automatically converted into the right to receive a cash payment equal to the product of (i) the excess, if any, of $4.28 over the per share exercise price of such option, and (ii) the number of shares of the Issuer's common stock subject to such option as of the Effective Time, without interest and net of any applicable withholding taxes. This option provided for vesting over a period of four years, with the first 25% vesting on March 7, 2017 and the remaining 75% vesting in 36 equal monthly installments beginning on April 7, 2017. This option provided for vesting on the date of certification by the Compensation Committee of the Board of the achievement of certain performance milestones, provided Mr. Toland was providing services to the Issuer or its affiliates on the date of such achievement. /s/ Mark J. Toland 2019-10-31