SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Matin Shahriar

(Last)

(First)

(Middle)

9965 FEDERAL DRIVE

(Street)

COLORADO SPRINGS

80921

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SPECTRANETICS CORP [ SPNC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/09/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
SPNC Common Stock	08/09/2017		D		133,839⁽¹⁾⁽²⁾	D	$38.5	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$10.51	08/09/2017		D			25,000	⁽³⁾	06/17/2018	Common Stock	25,000	$27.99	0	D
Stock Option (Right to Buy)	$2.74	08/09/2017		D			41,245	⁽³⁾	12/08/2018	Common Stock	41,245	$35.76	0	D
Stock Option (Right to Buy)	$5.76	08/09/2017		D			84,794	⁽³⁾	06/01/2020	Common Stock	84,794	$32.74	0	D
Stock Option (Right to Buy)	$4.93	08/09/2017		D			10,937	⁽³⁾	04/15/2021	Common Stock	10,937	$33.57	0	D
Stock Option (Righ to Buy)	$9.87	08/09/2017		D			31,476	⁽³⁾	05/31/2022	Common Stock	31,476	$28.63	0	D
Stock Option (Right to Buy)	$18.44	08/09/2017		D			23,870	⁽³⁾	07/10/2023	Common Stock	23,870	$20.06	0	D
Stock Option (Right to Buy)	$15.05	08/09/2017		D			80,540	⁽³⁾	01/08/2026	Common Stock	80,540	$23.45	0	D
Restricted Stock Units	$0	08/09/2017		D			1,621	⁽⁴⁾	⁽⁴⁾	Common Stock	1,621	$38.5	0	D
Restricted Stock Units	$0	08/09/2017		D			8,436	⁽⁴⁾	⁽⁴⁾	Common Stock	8,436	$38.5	0	D
Restricted Stock Units	$0	08/09/2017		D			13,289	⁽⁴⁾	⁽⁴⁾	Common Stock	13,289	$38.5	0	D
Restricted Stock Units	$0	08/09/2017		D			18,824	⁽⁴⁾	⁽⁴⁾	Common Stock	18,824	$38.5	0	D
Performance Stock Units	$0	08/09/2017		D			35,105	⁽⁵⁾	⁽⁵⁾	Common Stock	35,105	$38.5	0	D
Performance Stock Units	$0	08/09/2017		D			12,550	⁽⁵⁾	⁽⁵⁾	Common Stock	12,550	$38.5	0	D

Explanation of Responses:

1. Per the terms of the Agreement and Plan of Merger, dated as of June 27, 2017, among the Company, Philips Holding USA Inc., a Delaware corporation, and HealthTech Merger Sub, Inc., a Delaware corporation (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Company common stock other than the shares described in Note 2 below was validly tendered for $38.50 per share in cash, without interest and less any required withholding taxes.

2. Includes 8,572 shares of Company common stock underlying performance stock units that were subject solely to service-based vesting conditions immediately prior to the Effective Time (as defined in the Merger Agreement) and that, pursuant to their terms upon consummation of the Merger Agreement, were treated as restricted stock units and were cancelled at the Effective Time and converted into the right to receive $38.50 per share in cash, without interest and less any required withholding taxes.

3. Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of immediately prior to 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 number of shares of Company common stock for which such stock option had not then been exercised and (ii) the excess, if any, of the 38.50 per share in cash over the exercise price per share of Company common stock subject to each such stock option, without interest and less any required withholding taxes.

4. Per the terms of the Merger Agreement, each restricted stock unit award that was outstanding as of immediately prior to the Effective Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash in amount equal to $38.50 per share in cash, without interest and less any required withholding taxes.

5. Per the terms of the Merger Agreement, each performance stock unit award (other than performance stock units described in Note 2 above) that was outstanding as of immediately prior to the Effective Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash equal to the product of (i) (A) for performance stock units granted in 2016, the number of shares of Company common stock subject to such Company performance stock unit (assuming that any applicable performance conditions were deemed to be achieved at 150% of the target performance level), and (B) for performance stock units granted in 2017, the number of shares of Company common stock subject to such performance stock units (assuming that any applicable performance conditions were deemed to be achieved at the target performance level) and (ii) $38.50, without interest and less any required withholding taxes.

	/s/ Robert McCormack, Attorney-in-Fact for Shahriar Matin	08/11/2017
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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