Statement of Changes in Beneficial Ownership (4)
22 Februar 2017 - 10:30PM
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
*
NIGON RICHARD
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2. Issuer Name
and
Ticker or Trading Symbol
VASCULAR SOLUTIONS INC
[
VASC
]
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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 VASCULAR SOLUTIONS, INC., 6464 SYCAMORE COURT NORTH
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/17/2017
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(Street)
MINNEAPOLIS, MN 55369
(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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61228
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D
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Common Stock
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2/17/2017
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D
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61228
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D
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(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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Stock Option (Right to Buy)
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$9.41
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2/17/2017
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D
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10000
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(2)
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4/24/2017
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Common Stock
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10000
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$46.59
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0
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D
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Stock Option (Right to Buy)
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$6.36
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2/17/2017
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D
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10000
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(3)
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4/22/2018
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Common Stock
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10000
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$49.64
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0
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D
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Stock Option (Right to Buy)
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$6.39
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2/17/2017
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D
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10000
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(4)
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4/21/2019
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Common Stock
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10000
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$49.61
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0
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D
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Stock Option (Right to Buy)
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$9.61
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2/17/2017
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D
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10000
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(5)
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4/22/2020
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Common Stock
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10000
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$46.39
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0
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D
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Stock Option (Right to Buy)
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$11.72
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2/17/2017
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D
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10000
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(6)
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4/22/2021
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Common Stock
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10000
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$44.28
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0
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D
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Stock Option (Right to Buy)
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$11.63
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2/17/2017
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D
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10000
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(7)
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5/4/2022
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Common Stock
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10000
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$44.37
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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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In connection with the merger of Issuer and a subsidiary of Teleflex Incorporated (the "Merger") pursuant to an agreement and plan of merger dated December 1, 2016, all shares of Issuer common stock were canceled and automatically converted into the right to receive $56.00 per share in cash, without interest and less any applicable withholding taxes.
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(
2)
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This option, which is fully vested, was canceled pursuant to the Merger in exchange for a cash payment of $465,900, representing the difference between the exercise price of the option and the merger consideration per share ($56.00) multiplied by the total number of shares underlying the option.
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(
3)
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This option, which is fully vested, was canceled pursuant to the Merger in exchange for a cash payment of $496,400, representing the difference between the exercise price of the option and the merger consideration per share ($56.00) multiplied by the total number of shares underlying the option.
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(
4)
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This option, which is fully vested, was canceled pursuant to the Merger in exchange for a cash payment of $496,100, representing the difference between the exercise price of the option and the merger consideration per share ($56.00) multiplied by the total number of shares underlying the option.
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(
5)
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This option, which is fully vested, was canceled pursuant to the Merger in exchange for a cash payment of $463,900, representing the difference between the exercise price of the option and the merger consideration per share ($56.00) multiplied by the total number of shares underlying the option.
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(
6)
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This option, which is fully vested, was canceled pursuant to the Merger in exchange for a cash payment of $442,800, representing the difference between the exercise price of the option and the merger consideration per share ($56.00) multiplied by the total number of shares underlying the option.
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(
7)
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This option, which is fully vested, was canceled pursuant to the Merger in exchange for a cash payment of $443,700, representing the difference between the exercise price of the option and the merger consideration per share ($56.00) multiplied by the total number of shares underlying the option.
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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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NIGON RICHARD
C/O VASCULAR SOLUTIONS, INC.
6464 SYCAMORE COURT NORTH
MINNEAPOLIS, MN 55369
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X
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Signatures
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/s/ Richard Nigon
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2/22/2017
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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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