Sec Form 4 Filing - Davin Michael R @ CYNOSURE INC - 2017-03-22

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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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1. Name and Address of Reporting Person
Davin Michael R
2. Issuer Name and Ticker or Trading Symbol
CYNOSURE INC [ CYNO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman, President and CEO
(Last) (First) (Middle)
C/O CYNOSURE, INC., 5 CARLISLE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
03/22/2017
(Street)
WESTFORD, MA01886
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 03/22/2017 U 38,625 ( 1 ) D $ 66 0 D
Class A Common Stock 03/22/2017 A 58,176 A 58,176 D
Class A Common Stock 03/22/2017 D 58,176 D 0 D
Class A Common Stock 03/22/2017 A 62,893 A 62,893 D
Class A Common Stock 03/22/2017 D 62,893 D 0 D
Class A Common Stock 03/22/2017 A 73,754 A 73,754 D
Class A Common Stock 03/22/2017 D 73,754 D 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Stock Option (right to purchase) $ 29.4 03/22/2017 D 12,062 ( 3 ) 02/13/2024 Class A Common Stock 12,062 ( 3 ) 0 D
Stock Option (right to purchase) $ 30.51 03/22/2017 D 21,108 ( 4 ) 02/11/2025 Class A Common Stock 21,108 ( 4 ) 0 D
Restricted Stock Units ( 5 ) 03/22/2017 D 11,088 ( 6 ) 02/11/2025 Class A Common Stock 11,088 ( 6 ) 0 D
Restricted Stock Units ( 5 ) 03/22/2017 D 16,875 ( 6 ) 02/10/2026 Class A Common Stock 16,875 ( 6 ) 0 D
Restricted Stock Units ( 5 ) 03/22/2017 D 30,172 ( 6 ) 02/08/2027 Class A Common Stock 30,172 ( 6 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Davin Michael R
C/O CYNOSURE, INC.
5 CARLISLE ROAD
WESTFORD, MA01886
X Chairman, President and CEO
Signatures
/s/ Christopher J. Geberth, Attorney-in-Fact 03/24/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of February 14, 2017, by and among Hologic, Inc., Minuteman Merger Sub, Inc. and Cynosure, Inc. (the "Merger Agreement"), these shares were tendered and disposed of at the Acceptance Time (all terms capitalized but not defined shall have the meaning given to them in the Merger Agreement) in exchange for the right to receive $66.00 per share, net to the seller in cash, without interest, less any required withholding taxes (the "Merger Consideration").
( 2 )Represents unvested performance-based share units that became vested and were converted in the Merger into the right to receive the Merger Consideration. Pursuant to the terms of the Merger Agreement, each outstanding and unvested performance-based share unit as of immediately prior to the Effective Time vested with respect to the maximum number of shares that could be earned thereunder and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share.
( 3 )This stock option was fully vested and exercisable prior to the Effective Time. Pursuant to the terms of the Merger Agreement, each outstanding and unexercised stock option as of immediately prior to the Effective Time, whether vested or unvested, was automatically canceled and converted into the right to receive, for each underlying share, the difference between the Merger Consideration and the exercise price per share of the option.
( 4 )Includes 16,887 shares that were unvested prior to the Effective Time and 4,221 shares that were vested and exercisable prior to the Effective Time. Pursuant to the terms of the Merger Agreement, each outstanding and unexercised stock option as of immediately prior to the Effective Time, whether vested or unvested, was automatically canceled and converted into the right to receive, for each underlying share, the difference between the Merger Consideration and the exercise price per share of the option.
( 5 )Each restricted stock unit represents a contingent right to receive one share of Cynosure, Inc.'s common stock.
( 6 )Pursuant to the terms of the Merger Agreement, each outstanding and unvested restricted stock unit as of immediately prior to the Effective Time vested in full and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share.

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