0001387131-19-008132.txt : 20191031 0001387131-19-008132.hdr.sgml : 20191031 20191031165119 ACCESSION NUMBER: 0001387131-19-008132 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191029 FILED AS OF DATE: 20191031 DATE AS OF CHANGE: 20191031 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLD JEFFREY CENTRAL INDEX KEY: 0000938659 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37406 FILM NUMBER: 191184259 MAIL ADDRESS: STREET 1: 596 HOPKINS ST CITY: MENLO PARK STATE: CA ZIP: 94025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Corindus Vascular Robotics, Inc. CENTRAL INDEX KEY: 0001528557 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 300687898 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 309 WAVERLEY OAKS ROAD STREET 2: SUITE 105 CITY: WALTHAM STATE: MA ZIP: 02452 BUSINESS PHONE: 508-653-3335 MAIL ADDRESS: STREET 1: 309 WAVERLEY OAKS ROAD STREET 2: SUITE 105 CITY: WALTHAM STATE: MA ZIP: 02452 FORMER COMPANY: FORMER CONFORMED NAME: Your Internet Defender, Inc DATE OF NAME CHANGE: 20110824 4 1 gold-form4_102919.xml OWNERSHIP DOCUMENT X0306 4 2019-10-29 1 0001528557 Corindus Vascular Robotics, Inc. CVRS 0000938659 GOLD JEFFREY 309 WAVERLEY OAKS RD., SUITE 105 WALTHAM MA 02452 1 0 0 0 Common Stock 2019-10-29 4 D 0 115149 4.28 D 0 D Non-qualified stock option (right to buy) 0.5499 2019-10-29 4 D 0 50004 3.73 D 2021-02-10 Common Stock 50004 0 D Non-qualified stock option (right to buy) 0.5499 2019-10-29 4 D 0 25002 3.73 D 2021-02-10 Common Stock 25002 0 D Non-qualified stock option (right to buy) 0.5499 2019-10-29 4 D 0 57504 3.73 D 2022-02-10 Common Stock 57504 0 D Non-qualified stock option (right to buy) 0.5499 2019-10-29 4 D 0 25002 3.73 D 2022-02-10 Common Stock 25002 0 D Non-qualified stock option (right to buy) 0.5499 2019-10-29 4 D 0 25002 3.73 D 2022-02-10 Common Stock 25002 0 D Non-qualified stock option (right to buy) 4.25 2019-10-29 4 D 0 68493 0.03 D 2025-05-27 Common Stock 68493 0 D Non-qualified stock option (right to buy) 1.46 2019-10-29 4 D 0 35000 2.82 D 2026-06-22 Common Stock 35000 0 D Non-qualified stock option (right to buy) 1.1 2019-10-29 4 D 0 27272 3.18 D 2026-09-26 Common Stock 27272 0 D Non-qualified stock option (right to buy) 1.68 2019-10-29 4 D 0 17857 2.6 D 2027-06-21 Common Stock 17857 0 D On October 29, 2019, Siemens Medical Solutions USA, Inc., a Delaware corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Corpus Merger Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of August 7, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger"). These shares represent 94,412 shares of the Issuer's common stock and 20,737 restricted stock units ("RSUs"). At the effective time of the Merger (the "Effective Time"), which occurred on October 29, 2019, (i) each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $4.28 in cash, without interest and less any applicable withholding taxes, and (ii) each outstanding RSU converted into the right to receive a cash payment equal to the product of (a) $4.28 and (b) the number of shares of the Issuer's common stock underlying the RSU as of the Effective Time, without interest and net of any applicable withholding taxes. This option provided for vesting in two equal installments at the end of each anniversary of the date of grant. At the Effective Time, each outstanding and unexercised option to purchase shares of the Issuer's common stock automatically converted into the right to receive a cash payment equal to the product of (i) the excess, if any, of $4.28 over the per share exercise price of such option, and (ii) the number of shares of the Issuer's common stock subject to such option as of the Effective Time, without interest and net of any applicable withholding taxes. This option provided for vesting over a period of three years with 33.33% vesting on the first anniversary of issuance and 8.334% vesting at the end of each calendar quarter thereafter. /s/ Jeffrey G. Gold 2019-10-31