ex24-12282022_011220.htm

0001415889-22-013027.txt : 20221227 0001415889-22-013027.hdr.sgml : 20221227 20221227203732 ACCESSION NUMBER: 0001415889-22-013027 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20221222 FILED AS OF DATE: 20221227 DATE AS OF CHANGE: 20221227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Plano Matthew T. CENTRAL INDEX KEY: 0001931998 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09585 FILM NUMBER: 221491524 MAIL ADDRESS: STREET 1: C/O ABIOMED, INC. STREET 2: 22 CHERRY HILL DRIVE CITY: DANVERS STATE: MA ZIP: 01923 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ABIOMED INC CENTRAL INDEX KEY: 0000815094 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 042743260 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 22 CHERRY HILL DR CITY: DANVERS STATE: MA ZIP: 01923 BUSINESS PHONE: 9787775410 MAIL ADDRESS: STREET 1: 22 CHERRY HILL DRIVE CITY: DANVERS STATE: MA ZIP: 01923 4 1 form4-12282022_011219.xml X0306 4 2022-12-22 1 0000815094 ABIOMED INC NASD 0001931998 Plano Matthew T. C/O ABIOMED, INC., 22 CHERRY HILL DRIVE DANVERS MA 01923 false true false false VP, GLOBAL OPERATIONS Common Stock $.01 par value 2022-12-22 4 D 0 8406 0 D 0 D Stock Option (Right to Buy) 223.90 2022-12-22 4 D 0 922 D 2030-05-29 Common Stock 922 0 D Stock Option (Right to Buy) 381.97 2022-12-22 4 D 0 2000 D 2028-05-16 Common Stock 2000 0 D Stock Option (Right to Buy) 266.39 2022-12-22 4 D 0 5000 D 2029-05-30 Common Stock 5000 0 D Stock Option (Right to Buy) 283.88 2022-12-22 4 D 0 2765 D 2031-05-25 Common Stock 2765 0 D Performance Stock Units 0 2022-12-22 4 A 0 12490 A Common Stock 12490 12490 D Performance Stock Units 0 2022-12-22 4 D 0 12490 D Common Stock 12490 0 D Disposed in connection with transactions contemplated by the Agreement and Plan of Merger, dated as of October 31, 2022 (the "Merger Agreement"), by and among the Issuer, Johnson & Johnson ("Parent") and Athos Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. As a result of the Merger, each outstanding share of common stock, par value $0.01 per share, of the Issuer (the "Issuer Share") was automatically converted into the right to receive (i) an amount in cash equal to $380.00 (the "Cash Amount"), plus (ii) one non-tradeable contingent value right (the "CVR"), representing the right to receive contingent payments of up to $35.00 per Issuer Share, payable upon the achievement of certain specified milestones set out in the Contingent Value Rights Agreement. Pursuant to the Merger Agreement, each award of restricted stock units of the Issuer, excluding any award of restricted stock units with vesting subject to performance-based conditions ("Company RSU Award"), outstanding as of immediately prior to the Effective Time was canceled and converted into the right to receive (i) an amount in cash, without interest, equal to the product of (A) the aggregate number of Issuer Shares underlying such Company RSU Award and (B) the Cash Amount and (ii) one CVR per Issuer Share. Reflects the correction of an immaterial error in the balance reported in the reporting person's Form 4 filed on November 3, 2022. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each option to purchase Issuer Shares that was outstanding and unexercised immediately prior to the Effective Time was canceled and converted into the right to receive: (1) with respect to each stock option with a per share exercise price less than the Cash Amount (an "In-the-Money Option"), (A) an amount in cash, without interest, equal to the product of (I) the aggregate number of Issuer Shares underlying such In-the-Money Option and (II) the excess, if any, of (x) the Cash Amount over (y) the per share exercise price of such In-the-Money Option and (B) one CVR per Issuer Share underlying such In-the-Money Option; and (2) with respect to each stock option with a per share exercise price that was greater than or equal to the Cash Amount (an "Out-of-the-Money option"), upon each Valuation Point (as defined in the Merger Agreement) occurring after the Effective Time, an amount in cash, without interest, equal to the product of (A) the aggregate number of Issuer Shares underlying such Out-of-the-Money Option and (B) (I) the excess, if any, of (x) the Per Share Value Paid (as defined in the Merger Agreement) as of such Valuation Point over (y) the per share exercise price of such Out-of-the-Money Option, less (II) the amount of all payments previously received with respect to such Out-of-the-Money Option. Pursuant to the Merger Agreement, each award of restricted stock units with vesting subject to performance-based conditions ("Company PSU Award") outstanding immediately prior to the Effective Time was canceled and converted into the right to receive (i) an amount in cash, without interest, equal to the product of (A) the aggregate number of Issuer Shares underlying such Company PSU Award (assuming (1) the actual level of performance for performance metrics for which the relevant performance period has been completed as of December 22, 2022 (the "Closing Date") and (2) the maximum level of performance under the terms of the applicable award agreement as in effect on the date of the Merger Agreement for performance metrics for which the relevant performance period has not been completed as of the Closing Date (subject, in the case of Company PSU Awards granted to the Chief Executive Officer of the Company, to a maximum level of performance of 200% of the target level of performance) and (B) the Cash Amount, and (ii) one CVR for each Issuer Share underlying such Company PSU Award (assuming (1) the actual level of performance for performance metrics for which the relevant performance period has been completed as of the Closing Date and (2) the maximum level of performance under the terms of the applicable award agreement as in effect on the date of the Merger Agreement for performance metrics for which the relevant performance period has not been completed as the Closing Date (subject, in the case of Company PSU Awards granted to the Chief Executive Officer of the Company, to a maximum level of performance of 200% of the target level of performance)). /s/ Michael Dube (by power of attorney) 2022-12-27 EX-24 2 ex24-12282022_011220.htm ex24-12282022_011220.htm

Limited Power of Attorney

The undersigned does hereby appoint each of Todd A. Trapp, Marc A. Began and Michael Dube, signing singly, the undersigned's true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned's capacity as a director or officer of ABIOMED, Inc. (the "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, this power of attorney has been executed as of the 25 day of May, 2022 and shall remain in full force and effect until withdrawn by the undersigned in writing.

Signature: /s/ Matthew T. Plano

Print Name: Matthew T. Plano