0001548187-21-000076.txt : 20211217 0001548187-21-000076.hdr.sgml : 20211217 20211217170814 ACCESSION NUMBER: 0001548187-21-000076 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211216 FILED AS OF DATE: 20211217 DATE AS OF CHANGE: 20211217 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hauser Bradley CENTRAL INDEX KEY: 0001662139 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38815 FILM NUMBER: 211502484 MAIL ADDRESS: STREET 1: C/O ZELTIQ AESTHETICS, INC. STREET 2: 4698 WILLOW ROAD, SUITE 100 CITY: PLEASANTON STATE: CA ZIP: 94588 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Soliton, Inc. CENTRAL INDEX KEY: 0001548187 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 364729076 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5304 ASHBROOK DRIVE CITY: HOUSTON STATE: TX ZIP: 77081 BUSINESS PHONE: 832-661-3453 MAIL ADDRESS: STREET 1: 5304 ASHBROOK DRIVE CITY: HOUSTON STATE: TX ZIP: 77081 4 1 wf-form4_163977887874998.xml FORM 4 X0306 4 2021-12-16 0 0001548187 Soliton, Inc. SOLY 0001662139 Hauser Bradley C/O SOLITON, INC. 5304 ASHBROOK DRIVE HOUSTON TX 77081 1 1 0 0 CEO and President Stock option (right to buy) 1.75 2021-12-16 4 D 0 30000 D 2028-06-19 Common Stock 30000.0 0 D Stock option (right to buy) 14.62 2021-12-16 4 D 0 15000 D 2029-06-27 Common Stock 15000.0 0 D Stock option (right to buy) 12.94 2021-12-16 4 D 0 15000 D 2030-06-19 Common Stock 15000.0 0 D Stock option (right to buy) 7.16 2021-12-16 4 D 0 350000 D 2030-10-30 Common Stock 350000.0 0 D Restricted Stock Units 2021-12-16 4 D 0 200000 D Common Stock 200000.0 0 D Pursuant to the Agreement and Plan of Merger, dated as of May 8, 2021 (the "Merger Agreement"), by and among Soliton, Inc. (the "Company"), AbbVie Inc. ("AbbVie") and Scout Merger Sub, Inc., a wholly owned subsidiary of AbbVie ("Merger Sub"), immediately prior to the effective time of the merger of Merger Sub with and into the Company (the "Merger"), each outstanding and unexercised option, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to $22.60 (the "Merger Consideration") minus the exercise price that would be due in cash upon exercise of such option. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding restricted stock unit, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to the Merger Consideration. /s/ Bradley Hauser 2021-12-16