0000899243-21-006172.txt : 20210211 0000899243-21-006172.hdr.sgml : 20210211 20210211214654 ACCESSION NUMBER: 0000899243-21-006172 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210209 FILED AS OF DATE: 20210211 DATE AS OF CHANGE: 20210211 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Broadway Fred CENTRAL INDEX KEY: 0001557180 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55039 FILM NUMBER: 21622331 MAIL ADDRESS: STREET 1: BIOTELEMETRY, INC. STREET 2: 1000 CEDAR HOLLOW ROAD, #102 CITY: MALVERN STATE: PA ZIP: 19355 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: BIOTELEMETRY, INC. CENTRAL INDEX KEY: 0001574774 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 462568498 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 CEDAR HOLLOW ROAD CITY: MALVERN STATE: PA ZIP: 19355 BUSINESS PHONE: 610-729-7000 MAIL ADDRESS: STREET 1: 1000 CEDAR HOLLOW ROAD CITY: MALVERN STATE: PA ZIP: 19355 FORMER COMPANY: FORMER CONFORMED NAME: BioTelemetry, Inc. DATE OF NAME CHANGE: 20130418 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-02-09 1 0001574774 BIOTELEMETRY, INC. BEAT 0001557180 Broadway Fred 1000 CEDAR HOLLOW ROAD MALVERN PA 19355 0 1 0 0 President BioTel Heart Common Stock 2021-02-09 4 D 0 29375 72.00 D 0 D Stock Options (Right to Buy) 8.68 2021-02-09 4 D 0 12058 63.32 D 2024-02-14 Common Stock 12058 0 D Stock Options (Right to Buy) 10.36 2021-02-09 4 D 0 15558 61.64 D 2025-02-16 Common Stock 15558 0 D Stock Options (Right to Buy) 9.57 2021-02-09 4 D 0 15158 62.43 D 2026-02-15 Common Stock 15158 0 D Stock Options (Right to Buy) 24.65 2021-02-09 4 D 0 6003 47.35 D 2027-02-14 Common Stock 6003 0 D Stock Options (Right to Buy) 33.35 2021-02-09 4 D 0 8653 38.65 D 2028-02-14 Common Stock 8653 0 D Stock Options (Right to Buy) 53.22 2021-02-09 4 D 0 9369 18.78 D 2030-02-17 Common Stock 9369 0 D Performance Stock Units 0.00 2021-02-09 4 D 0 3635 72.00 D 2021-02-14 Common Stock 3635 0 D Performance Stock Units 0.00 2021-02-09 4 D 0 1987 72.00 D 2022-02-14 Common Stock 1987 0 D Performance Stock Units 0.00 2021-02-09 4 D 0 3935 72.00 D Common Stock 3935 0 D Per the terms of the Agreement and Plan of Merger, dated as of December 18, 2020, among the Company, Philips Holding USA Inc., a Delaware corporation, and Davies Merger Sub, Inc., a Delaware corporation (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Company common stock was validly tendered for $72.00 per share in cash (the "Offer Price"), less any applicable withholding taxes. Includes 9,557 restricted stock units that, pursuant to the Merger Agreement, were cancelled at the Effective Time of the Merger (both as defined in the Merger Agreement) and converted into the right to receive the Offer Price, less any applicable withholding taxes. Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of the Effective Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive cash in an amount equal to the product of (i) the total number of shares of Company common stock subject to such stock option immediately prior to the Effective Time, and (ii) the excess, if any, of the Offer Price over the exercise price per share of such stock option, less applicable withholding taxes. Per the terms of the Merger Agreement, each performance stock unit ("PSU") that was outstanding as of the Effective Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive cash equal to the product of (i) the total number of shares of Company common stock subject to such PSU that would have vested if the applicable performance period ended immediately prior to the Effective Time (assuming that any applicable performance conditions were deemed to be achieved at the target performance level), multiplied by (ii) the Offer Price, less applicable withholding taxes. /s/ Cody Wm. Cowper, Attorney-in-Fact 2021-02-11