Statement of Changes in Beneficial Ownership (4)
26 Juni 2018 - 8:06PM
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
*
MODIC MICHAEL T
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2. Issuer Name
and
Ticker or Trading Symbol
ANALOGIC CORP
[
ALOG
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O ANALOGIC CORPORATION, 8 CENTENNIAL DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/22/2018
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(Street)
PEABODY, MA 01960
(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
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6/22/2018
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M
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15868
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A
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(2)
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15868
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D
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Common Stock
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6/22/2018
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D
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15868
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D
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$84.00
(1)
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0
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D
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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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Deferred Stock Units
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(2)
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6/22/2018
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M
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15868
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(2)
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(2)
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Common Stock
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15868
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(2)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$78.87
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6/22/2018
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D
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5000
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(3)
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(3)
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Common Stock
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5000
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(3)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$42.84
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6/22/2018
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D
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5000
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(3)
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(3)
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Common Stock
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5000
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(3)
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0
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D
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Explanation of Responses:
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(1)
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On June 22, 2018, pursuant to the Agreement and Plan of Merger, by and among the issuer, AC Merger Sub, Inc. ("Merger Sub") and ANLG Holding Company, Inc. ("Parent"), dated April 10, 2018 (the "Merger Agreement"), Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Parent. Effective as of immediately prior to the effective time of the Merger, the reporting person's service as a director of the issuer terminated, and, in connection therewith, his Deferred Stock Units were converted into an equivalent number of shares of Common Stock. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares of Common Stock automatically converted into the right to receive $84.00 per share in cash.
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(2)
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The reporting person elected, as permitted by the issuer's Non-Employee Director Stock Plan, to receive an equivalent number of share of the Company's common stock on account of the reporting person's deferred stock units upon termination of his or her service as a member of the Board of Directors of the issuer.
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(3)
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Effective as of immediately prior to the effective time of the Merger, each then-outstanding and unexercised stock option of the issuer with an exercise price less than $84.00 was automatically canceled and converted into the right to receive from the surviving corporation an amount of cash equal to the product of (i) the total number of shares of Common Stock then underlying such stock option multiplied by (ii) the excess of the $84.00 over the exercise price per share of such stock option, on the terms set forth in the Merger Agreement.
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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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MODIC MICHAEL T
C/O ANALOGIC CORPORATION
8 CENTENNIAL DRIVE
PEABODY, MA 01960
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X
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Signatures
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/s/ John J. Fry by Power of Attorney for Michael T. Modic
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6/26/2018
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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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