|
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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
|
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) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Director Stock Option (right to buy) | $ 3.145 | 10/23/2018 | D | 24,648 | (5) | 01/21/2024 | Common Stock | 24,648 | $ 0 | 0 | D | ||||
Director Stock Option (right to buy) | $ 4.87 | 10/23/2018 | D | 28,900 | (5) | 05/19/2021 | Common Stock | 28,900 | $ 0 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
LUCIER GREGORY T C/O INVUITY, INC. 444 DE HARO STREET SAN FRANCISCO, CA 94107 |
X |
/s/ Nancy Hargreaves, by power of attorney | 10/23/2018 | |
**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) | Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Stryker Corporation and Accipiter Corp., dated as of September 10, 2018 (the "Merger Agreement"), in exchange for a cash payment of $7.40 per share, without interest, subject to any required withholding of taxes (the "Offer Price"). |
(2) | These securities were restricted stock units ("RSUs"), each of which represented a contingent right to receive one share of the Issuer's Common Stock. |
(3) | The RSUs were cancelled pursuant to the Merger Agreement in exchange for an amount in cash per underlying share equal to the Offer Price. |
(4) | The shares are held by RiverRoad Capital Partners, LLC, of which the Reporting Person is a managing member. |
(5) | The option was cancelled pursuant to the Merger Agreement in exchange for an amount in cash equal to the product of (a) the excess of the Offer Price over the per-share exercise price of such option multiplied by (b) the number of unexercised shares subject to such option. |