0001387131-19-008136.txt : 20191031 0001387131-19-008136.hdr.sgml : 20191031 20191031165259 ACCESSION NUMBER: 0001387131-19-008136 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: Cannon Louis A CENTRAL INDEX KEY: 0001700257 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37406 FILM NUMBER: 191184290 MAIL ADDRESS: STREET 1: 309 WAVERLEY OAKS ROAD, SUITE 105 CITY: WALTHAM STATE: ME 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 cannon-form4_102919.xml OWNERSHIP DOCUMENT X0306 4 2019-10-29 1 0001528557 Corindus Vascular Robotics, Inc. CVRS 0001700257 Cannon Louis A 309 WAVERLEY OAKS ROAD, SUITE 105 WALTHAM MA 02452 1 0 0 0 Common Stock 2019-10-29 4 D 0 303440 4.28 D 0 D Common Stock 2019-10-29 4 D 0 573798 4.28 D 0 I See footnote Common Stock 2019-10-29 4 D 0 7557436 4.28 D 0 I See footnote Non-qualified stock option (right to buy) 1.68 2019-10-29 4 D 0 5332 2.6 D 2027-06-21 Common Stock 5332 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 Non-qualified stock option (right to buy) 1.85 2019-10-29 4 D 0 5566 2.43 D 2027-06-25 Common Stock 5566 0 D Non-qualified stock option (right to buy) 0.9702 2019-10-29 4 D 0 3607 3.3098 D 2027-11-01 Common Stock 3607 0 D Series A Preferred Stock 1.25 2019-10-29 4 D 0 40000 85.6 D Common Stock 800000 0 I See footnote Series A-1 Preferred Stock 1.25 2019-10-29 4 D 0 7798.609 85.6 D Common Stock 115972 0 I See footnote Common Stock Purchase Warrant 1.4 2019-10-29 4 D 0 350000 2.88 D 2018-09-16 2028-03-16 Common Stock 350000 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 282,703 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. Of the 282,703 shares of the Issuer's common stock, 175,801 were held in Cardiac & Vascular Research Center 401k FBO Louis A Cannon; the remaining shares were held directly. Securities were directly owned by BioStar Ventures III-XF, L.P. Dr. Cannon is the founder and Senior Managing Director of BioStar Ventures III-XF, L.P. and, as such, may be deemed to beneficially own the securities held of record by BioStar Ventures III-XF, L.P. for purposes of Rule 16a-1(a). Dr. Cannon disclaims any beneficial ownership of the securities reported except to the extent of any pecuniary interest therein. Securities were directly owned by BioStar Ventures III, L.P. Dr. Cannon is the founder and Senior Managing Director of BioStar Ventures III, L.P. and, as such, may be deemed to beneficially own the securities held of record by BioStar Ventures III, L.P. for purposes of Rule 16a-1(a). Dr. Cannon disclaims any beneficial ownership of the securities reported except to the extent of any pecuniary interest therein. 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. 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. The holders of shares of Series A Preferred Stock and Series A-1 Preferred Stock may have, at any time and from time to time, at such holder's option, converted 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/ Louis A. Cannon 2019-10-31