0001387131-19-008133.txt : 20191031
0001387131-19-008133.hdr.sgml : 20191031
20191031165143
ACCESSION NUMBER: 0001387131-19-008133
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: Rogers Campbell
CENTRAL INDEX KEY: 0001585724
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37406
FILM NUMBER: 191184266
MAIL ADDRESS:
STREET 1: C/O INSPIREMD, INC.
STREET 2: 800 BOYLSTON STREET, SUITE 16041
CITY: BOSTON
STATE: MA
ZIP: 02199
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
rogers-form4_102919.xml
OWNERSHIP DOCUMENT
X0306
4
2019-10-29
1
0001528557
Corindus Vascular Robotics, Inc.
CVRS
0001585724
Rogers Campbell
309 WAVERLEY OAKS RD., SUITE 105
BOSTON
MA
02452
1
0
0
0
Common Stock
2019-10-29
4
D
0
90149
4.28
D
0
D
Non-qualified stock option (right to buy)
2.03
2019-10-29
4
D
0
98522
2.25
D
2026-02-03
Common Stock
98522
0
D
Non-qualified stock option (right to buy)
1.1
2019-10-29
4
D
0
27272
3.18
D
2026-09-26
Common Stock
27272
0
D
Non-qualified stock option (right to buy)
1.68
2019-10-29
4
D
0
17857
2.6
D
2027-06-21
Common Stock
17857
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").
These shares represent 69,412 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, (i) 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, and (ii) each outstanding RSU converted into the right to receive a cash payment equal to the product of (a) $4.28 and (b) 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.
This option provided for vesting in two equal installments at the end of each anniversary of the date of grant.
At the Effective Time, 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 three years with 33.33% vesting on the first anniversary of issuance and 8.334% vesting at the end of each calendar quarter thereafter.
/s/ Campbell Rogers
2019-10-31