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| FORM 4 |
| 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
| ( 1 )On February 28, 2018, pursuant to the Agreement and Plan of Merger, dated as of December 7, 2017 (the "Merger Agreement"), by and among Entellus Medical, Inc., a Delaware corporation ("Entellus"), Stryker Corporation, a Michigan corporation ("Stryker"), and Explorer Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Stryker ("Merger Sub"), Merger Sub merged with and into Entellus, with Entellus continuing as the surviving corporation and a direct or indirect wholly owned subsidiary of Stryker (the "Merger").|
( 2 )Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time") each share of common stock, par value $0.001 per share, of Entellus (the "Entellus Common Stock") issued and outstanding immediately prior to the Effective Time (other than shares held by Entellus, Stryker, any subsidiary of Stryker or a stockholder who properly exercised and perfected appraisal of his, her or its shares under Delaware law), which totaled 25,761,443 shares, was cancelled and converted into the right to receive, in accordance with the Merger Agreement, $24.00 per share in cash, without interest and subject to applicable withholding taxes (such amount of cash, the "Merger Consideration").
( 3 )In addition, at the Effective Time and as a result of the Merger, (i) each option to purchase shares of Entellus Common Stock that was outstanding immediately prior to the Effective Time, whether vested or unvested (which represented 4,014,619 shares of Entellus Common Stock underlying such options, with 3,839,119 of these options having net exercise prices less than the Merger Consideration), was cancelled and converted into the right to receive a cash payment equal to the Merger Consideration, net of the exercise price, and (ii) each award of restricted stock units covering shares of Entellus Common Stock that was outstanding immediately prior to the Effective Time, whether vested or unvested (covering in the aggregate 251,261 shares of Entellus Common Stock), was cancelled and converted into the right to receive a cash payment equal to the product of the Merger Consideration and the number of shares subject to the award.
( 4 )In connection with entering into the Merger Agreement, certain stockholders of Entellus (collectively, the "Subject Stockholders") entered into voting agreements (the "Voting Agreements") with Stryker pursuant to which the Subject Stockholders agreed, among other things, to vote their Entellus securities, including shares of Entellus Common Stock, restricted stock awards and options (collectively, the "Voting Agreement Shares"), in favor of the Merger. On December 18, 2017, Stryker filed a Form 3 with respect to the Voting Agreement Shares; however, in such filing Stryker disclaimed any "pecuniary interest" or beneficial ownership interests in the Voting Agreement Shares. Upon the Effective Time, each of the Voting Agreements terminated by its terms.
|* 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).|