Sec Form 4 Filing - Toland Mark J @ Corindus Vascular Robotics, Inc. - 2019-10-29

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
Toland Mark J
2. Issuer Name and Ticker or Trading Symbol
Corindus Vascular Robotics, Inc. [ CVRS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
309 WAVERLEY OAKS RD., SUITE 105
3. Date of Earliest Transaction (MM/DD/YY)
10/29/2019
(Street)
WALTHAM, MA02452
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
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
Non-qualified stock option (right to buy) $ 1.46 10/29/2019 D( 1 ) 297,335 12/01/2016( 2 ) 03/06/2026 Common Stock 297,335 $ 2.82 ( 3 ) 0 D
Non-qualified stock option (right to buy) $ 1.46 10/29/2019 D( 1 ) 7,136,049 ( 4 ) 03/06/2026 Common Stock 7,136,049 $ 2.82 ( 3 ) 0 D
Non-qualified stock option (right to buy) $ 0.705 10/29/2019 D( 1 ) 297,335 12/01/2016( 2 ) 11/30/2026 Common Stock 297,335 $ 3.575 ( 3 ) 0 D
Non-qualified stock option (right to buy) $ 0.705 10/29/2019 D( 1 ) 297,335 05/17/2017( 2 ) 11/30/2026 Common Stock 297,335 $ 3.575 ( 3 ) 0 D
Non-qualified stock option (right to buy) $ 0.705 10/29/2019 D( 1 ) 297,335 06/22/2017( 2 ) 11/30/2026 Common Stock 297,335 $ 3.575 ( 3 ) 0 D
Non-qualified stock option (right to buy) $ 0.7501 10/29/2019 D( 1 ) 5,183,322 ( 5 ) 05/31/2028 Common Stock 5,183,322 $ 3.5299 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Toland Mark J
309 WAVERLEY OAKS RD., SUITE 105
WALTHAM, MA02452
X President and CEO
Signatures
/s/ Mark J. Toland 10/31/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On October 29, 2019, Siemens Medical Solutions USA, Inc., a Delaware corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Corpus Merger Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of August 7, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").
( 2 )The option vested in full upon the Board's determination that Mr. Toland achieved the required performance criteria.
( 3 )At the effective time of the Merger (the "Effective Time"), which occurred on October 29, 2019, each outstanding and unexercised option to purchase shares of the Issuer's common stock automatically converted into the right to receive a cash payment 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 the Issuer's common stock subject to such option as of the Effective Time, without interest and net of any applicable withholding taxes.
( 4 )This option provided for vesting over a period of four years, with the first 25% vesting on March 7, 2017 and the remaining 75% vesting in 36 equal monthly installments beginning on April 7, 2017.
( 5 )This option provided for vesting on the date of certification by the Compensation Committee of the Board of the achievement of certain performance milestones, provided Mr. Toland was providing services to the Issuer or its affiliates on the date of such achievement.

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