Statement of Changes in Beneficial Ownership (4)
31 Oktober 2019 - 9:16PM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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KONINKLIJKE PHILIPS NV |
2. Issuer Name and Ticker or Trading Symbol
Corindus Vascular Robotics, Inc.
[
CVRS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
PHILIPS CENTER, AMSTELPLEIN 2, 1096 BC |
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/22/2017
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(Street)
AMSTERDAM, P7
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock, par value $0.0001 per share
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5/3/2019
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A
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27649 (1)
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A
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$2.17
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26449007 (2)
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I
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See footnote (3)
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Common Stock, par value $0.0001 per share
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10/29/2019
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D(4)(5)(6)
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26449007
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D
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$4.28
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0 (5)(6)
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I
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See footnote (3)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code (Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)
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8. Price of Derivative Security (Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-qualified stock option (right to buy)
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$1.68
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10/29/2019
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D (4)(7)
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17857
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(7)
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(7)
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Common Stock
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17857
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$2.60 (7)
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0
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I
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See footnote (3)
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Explanation of Responses:
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(1)
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The common stock represents shares issuable upon vesting of restricted stock units ("RSUs") granted to Nathan Harrington in his capacity as a director of the Issuer as part of his 2019 annual equity award. The RSUs provide for vesting in quarterly installments on August 3, 2019, November 3, 2019, February 3, 2020 and May 3, 2020, subject to Mr. Harrington's continuous service with the Issuer
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(2)
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Includes shares of common stock related to RSUs granted to Mr. Harrington in his capacity as a director of the Issuer as part of his 2017 and 2018 annual equity awards.
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(3)
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These securities were held directly by Mr. Harrington, an employee of the reporting person, as compensation for his service as a director of the Issuer. Pursuant to Mr. Harrington's arrangement with the reporting person as his employer, any compensation received by Mr. Harrington during his service as a director of the Issuer was for the benefit of the reporting person and, as such, Mr. Harrington transferred his securities to the reporting person for no consideration.
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(4)
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Pursuant to the Agreement and Plan of Merger, dated as of August 7, 2019 (the "Merger Agreement"), by and among the Issuer, Siemens Medical Solutions USA, Inc., a Delaware corporation ("SMS USA") and Corpus Merger, Inc., a Delaware corporation and a wholly owned subsidiary of SMS USA, Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of SMS USA.
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(5)
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Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Issuer common stock, par value $0.0001, was cancelled and converted into the right to receive an amount in cash equal to $4.28, without interest and less any applicable withholding taxes.
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(6)
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Pursuant to the Merger Agreement, at the effective time of the Merger, each RSU, whether vested or unvested, was cancelled and converted into the right to receive a cash payment (without interest and less any applicable withholding taxes) equal to the product of (i) $4.28 and (ii) the number of shares of Issuer common stock underlying the award as of the effective time of the Merger.
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(7)
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Pursuant to the Merger Agreement, at the effective time of the Merger, each option to purchase Issuer common stock, whether vested or unvested, was cancelled and converted into the right to receive a cash payment (without interest and less any applicable withholding taxes) 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 Issuer common stock subject to such option as of the effective time of the Merger. Options having an exercise price per share equal to or exceeding $4.28 were cancelled without payment.
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Remarks: Mr. Harrington is an employee of the reporting person and served as a director of the Issuer until the consummation of the transaction contemplated by the Merger Agreement. As a result, during Mr. Harrington's tenure as a director of the Issuer, the reporting person may have been deemed a director by deputization for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended. |
Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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KONINKLIJKE PHILIPS NV PHILIPS CENTER, AMSTELPLEIN 2, 1096 BC AMSTERDAM, P7
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X
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X
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Signatures
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/s/ Abhijit Bhattacharya, Chief Financial Officer
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10/31/2019
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**Signature of Reporting Person
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Date
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/s/ Marnix van Ginneken, Chief Legal Officer
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10/31/2019
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**Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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.
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