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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | $ 0 | 07/31/2018 | D | 6,300 | (2) | (3) | Common Stock | 6,300 | (2) | 0 (2) | D | ||||
Restricted Stock Units | $ 0 | 07/31/2018 | D | 7,650 | (2) | (3) | Common Stock | 7,650 | (2) | 0 (2) | D | ||||
Restricted Stock Units | $ 0 | 07/31/2018 | D | 8,550 | (2) | (3) | Common Stock | 8,550 | (2) | 0 (2) | D | ||||
Restricted Stock Units | $ 0 | 07/31/2018 | D | 9,000 | (2) | (3) | Common Stock | 9,000 | (2) | 0 (2) | D | ||||
Performance-Based Restricted Stock Units | $ 0 | 07/31/2018 | D | 6,000 | (4) | (3) | Common Stock | 6,000 | (4) | 0 (4) | D | ||||
Performance-Based Restricted Stock Units | $ 0 | 07/31/2018 | D | 6,000 | (4) | (3) | Common Stock | 6,000 | (4) | 0 (4) | D | ||||
Performance-Based Restricted Stock Units | $ 0 | 07/31/2018 | D | 16,000 | (4) | (3) | Common Stock | 16,000 | (4) | 0 (4) | D | ||||
Performance-Based Restricted Stock Units | $ 0 | 07/31/2018 | D | 16,000 | (4) | (3) | Common Stock | 16,000 | (4) | 0 (4) | D | ||||
Performance-Based Restricted Stock Units | $ 0 | 07/31/2018 | D | 8,000 | (4) | (3) | Common Stock | 8,000 | (4) | 0 (4) | D | ||||
Performance-Based Restricted Stock Units | $ 0 | 07/31/2018 | D | 8,000 | (4) | (3) | Common Stock | 8,000 | (4) | 0 (4) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
TOCKMAN CRAIG C/O ABAXIS, INC 3240 WHIPPLE ROAD UNION CITY, CA 94587 |
VP-Sales & Mktg, Animal Health |
/s/ Craig Tockman | 08/02/2018 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated May 15, 2018, by and among Abaxis, Inc., a California corporation (the "Issuer"), Zoetis Inc., a Delaware corporation ("Parent"), and Zeus Merger Sub, Inc., a California corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), on July 31, 2018, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, these shares were cancelled and converted into the right to receive $83.00 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration"). |
(2) | Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each of these unvested restricted stock units was cancelled and automatically converted into time-vesting restricted stock unit awards with respect to shares of common stock, par value $0.01 per share, of Parent (the "Parent Common Stock"), with the number of underlying shares adjusted to reflect an exchange ratio based on the closing prices of shares of Parent Common Stock and Issuer common stock for the ten full trading days before the closing of the Merger, and on substantially the same terms and conditions (including the time-based vesting schedule) as were applicable to such Issuer restricted stock unit awards immediately prior to the Effective Time. |
(3) | Not applicable. |
(4) | Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each of these unvested restricted stock units was cancelled and automatically converted into time-vesting restricted stock unit awards with respect to shares of common stock, par value $0.01 per share, of Parent (the "Parent Common Stock"), with the number of underlying shares adjusted to reflect an exchange ratio based on the closing prices of shares of Parent Common Stock and Issuer common stock for the ten full trading days before the closing of the Merger, and on substantially the same terms and conditions (including the time-based vesting schedule) as were applicable to such Issuer restricted stock unit awards immediately prior to the Effective Time, except that any performance goals underlying such Issuer performance-based restricted stock unit awards were deemed satisfied as of the Effective Time. |