0001415889-22-013031.txt : 20221227 0001415889-22-013031.hdr.sgml : 20221227 20221227204435 ACCESSION NUMBER: 0001415889-22-013031 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: PUHY DOROTHY E CENTRAL INDEX KEY: 0001200493 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09585 FILM NUMBER: 221491533 MAIL ADDRESS: STREET 1: DANA FARBER CANCER INSTITUTE STREET 2: 44 BINNEY STREET, RM. D1632 CITY: BOSTON STATE: MA ZIP: 02115 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_011224.xml X0306 4 2022-12-22 1 0000815094 ABIOMED INC NASD 0001200493 PUHY DOROTHY E C/O ABIOMED, INC. 22 CHERRY HILL DRIVE DANVERS MA 01923 true false false false Common Stock, $0.01 par value 2022-12-22 4 D 0 3255 0 D 0 D Common Stock, $0.01 par value 2022-12-22 4 D 0 11335 0 D 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, 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 of the Merger (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 underlying such Company RSU Award immediately prior to the Effective Time. Reflects the correction of an immaterial error in the balance reported in the reporting person's Form 4 filed on August 12, 2022. /s/ Michael Dube (by power of attorney) 2022-12-27 EX-24 2 ex24-12282022_011224.htm ex24-12282022_011224.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 21st day of June, 2021 and shall remain in full force and effect until withdrawn by the undersigned in writing.


Signature: /s/ Dorothy E. Puhy

Print Name: Dorothy E. Puhy