0000899243-17-008505.txt : 20170324 0000899243-17-008505.hdr.sgml : 20170324 20170324163151 ACCESSION NUMBER: 0000899243-17-008505 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170322 FILED AS OF DATE: 20170324 DATE AS OF CHANGE: 20170324 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CYNOSURE INC CENTRAL INDEX KEY: 0000885306 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 043125110 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5 CARLISLE ROAD CITY: WESTFORD STATE: MA ZIP: 01886 BUSINESS PHONE: (978) 256-4200 MAIL ADDRESS: STREET 1: 5 CARLISLE ROAD CITY: WESTFORD STATE: MA ZIP: 01886 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Davin Michael R CENTRAL INDEX KEY: 0001345975 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51623 FILM NUMBER: 17713117 MAIL ADDRESS: STREET 1: C/O CYNOSURE, INC. STREET 2: 5 CARLISLE ROAD CITY: WESTFORD STATE: MA ZIP: 01886 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-03-22 1 0000885306 CYNOSURE INC CYNO 0001345975 Davin Michael R C/O CYNOSURE, INC. 5 CARLISLE ROAD WESTFORD MA 01886 1 1 0 0 Chairman, President and CEO Class A Common Stock 2017-03-22 4 U 0 38625 66.00 D 0 D Class A Common Stock 2017-03-22 4 A 0 58176 A 58176 D Class A Common Stock 2017-03-22 4 D 0 58176 D 0 D Class A Common Stock 2017-03-22 4 A 0 62893 A 62893 D Class A Common Stock 2017-03-22 4 D 0 62893 D 0 D Class A Common Stock 2017-03-22 4 A 0 73754 A 73754 D Class A Common Stock 2017-03-22 4 D 0 73754 D 0 D Stock Option (right to purchase) 29.40 2017-03-22 4 D 0 12062 D 2024-02-13 Class A Common Stock 12062 0 D Stock Option (right to purchase) 30.51 2017-03-22 4 D 0 21108 D 2025-02-11 Class A Common Stock 21108 0 D Restricted Stock Units 2017-03-22 4 D 0 11088 D 2025-02-11 Class A Common Stock 11088 0 D Restricted Stock Units 2017-03-22 4 D 0 16875 D 2026-02-10 Class A Common Stock 16875 0 D Restricted Stock Units 2017-03-22 4 D 0 30172 D 2027-02-08 Class A Common Stock 30172 0 D Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of February 14, 2017, by and among Hologic, Inc., Minuteman Merger Sub, Inc. and Cynosure, Inc. (the "Merger Agreement"), these shares were tendered and disposed of at the Acceptance Time (all terms capitalized but not defined shall have the meaning given to them in the Merger Agreement) in exchange for the right to receive $66.00 per share, net to the seller in cash, without interest, less any required withholding taxes (the "Merger Consideration"). Represents unvested performance-based share units that became vested and were converted in the Merger into the right to receive the Merger Consideration. Pursuant to the terms of the Merger Agreement, each outstanding and unvested performance-based share unit as of immediately prior to the Effective Time vested with respect to the maximum number of shares that could be earned thereunder and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share. This stock option was fully vested and exercisable prior to the Effective Time. Pursuant to the terms of the Merger Agreement, each outstanding and unexercised stock option as of immediately prior to the Effective Time, whether vested or unvested, was automatically canceled and converted into the right to receive, for each underlying share, the difference between the Merger Consideration and the exercise price per share of the option. Includes 16,887 shares that were unvested prior to the Effective Time and 4,221 shares that were vested and exercisable prior to the Effective Time. Pursuant to the terms of the Merger Agreement, each outstanding and unexercised stock option as of immediately prior to the Effective Time, whether vested or unvested, was automatically canceled and converted into the right to receive, for each underlying share, the difference between the Merger Consideration and the exercise price per share of the option. Each restricted stock unit represents a contingent right to receive one share of Cynosure, Inc.'s common stock. Pursuant to the terms of the Merger Agreement, each outstanding and unvested restricted stock unit as of immediately prior to the Effective Time vested in full and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share. /s/ Christopher J. Geberth, Attorney-in-Fact 2017-03-24