Sec Form 4 Filing - Braunstein Douglas L @ 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
Braunstein Douglas L
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
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
HUDSON EXECUTIVE CAPITAL LP, 570 LEXINGTON AVENUE, 35TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
10/29/2019
(Street)
NEW YORK, NY10022
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
Common Stock 10/29/2019 D( 1 ) 106,219 ( 2 ) D $ 4.28 ( 3 ) ( 4 ) 0 D
Common Stock 10/29/2019 D( 1 ) 14,235,545 D $ 4.28 ( 3 ) 0 I See footnote ( 5 )
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
Series A Preferred Stock $ 1.25 10/29/2019 D( 1 ) 540,000 ( 6 ) ( 7 ) Common Stock 10,800,000 $ 85.6 ( 8 ) 0 I See footnote ( 5 )
Series A-1 Preferred Stock $ 1.25 10/29/2019 D( 1 ) 105,281.218 ( 6 ) ( 7 ) Common Stock 2,192,605.218 $ 85.6 ( 9 ) 0 I See footnote ( 5 )
Common Stock Purchase Warrant $ 1.4 10/29/2019 D( 1 ) 4,725,000 09/16/2018 03/16/2028 Common Stock 4,725,000 $ 4.28 ( 10 ) 0 I See footnote ( 5 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Braunstein Douglas L
HUDSON EXECUTIVE CAPITAL LP
570 LEXINGTON AVENUE, 35TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ Douglas L. Braunstein 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 )These shares represent 85,482 shares of the Issuer's common stock and 20,737 restricted stock units ("RSUs").
( 3 )At the effective time of the Merger (the "Effective Time"), which occurred on October 29, 2019, each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $4.28 in cash, without interest and less any applicable withholding taxes.
( 4 )At the Effective Time, each outstanding RSU converted into the right to receive a cash payment equal to the product of (i) $4.28 and (ii) the number of shares of the Issuer's common stock underlying the RSU as of the Effective Time, without interest and net of any applicable withholding taxes.
( 5 )Securities were directly owned by Hudson Executive Capital LP, a Delaware limited partnership ("Hudson Executive"), as the investment advisor to certain affiliated investment funds, and HEC Management GP LLC, a Delaware limited liability company ("Management GP"), as the general partner of Hudson Executive, may be deemed to be the beneficial owners of the securities. By virtue of Mr. Braunstein's position as Managing Partner of Hudson Executive and Managing Member of Management GP, Mr. Braunstein may be deemed to be the beneficial owner of the securities reported for purposes of Rule 16a-1(a). Mr. Braunstein disclaims any beneficial ownership of the securities reported except to the extent of any pecuniary interest therein.
( 6 )The holders of shares of Series A Preferred Stock and Series A-1 Preferred Stock had the right, at any time and from time to time, at such holder's option, to convert all or any portion of such holder's shares of Series A Preferred Stock or Series A-1 Preferred Stock into fully paid and non-assessable shares of the Issuer's common stock.
( 7 )The Series A Preferred Stock and Series A-1 Preferred Stock were perpetual and therefore had no expiration date.
( 8 )At the Effective Time, each outstanding share of the Issuer's Series A Preferred Stock automatically converted into the right to receive $85.60, without interest and less any applicable withholding taxes.
( 9 )At the Effective Time, each outstanding share of the Issuer's Series A-1 Preferred Stock automatically converted into the right to receive $85.60, without interest and less any applicable withholding taxes.
( 10 )At the Effective Time, each outstanding warrant to purchase shares of the Issuer's common stock automatically converted into the right to receive a cash payment (without interest) equal to (i) the product of (a) the excess, if any, of (1) $4.28 over (2) the per share exercise price of such warrant, and (b) the number of shares of the Issuer's common stock subject to such warrant as of the Effective Time, less (ii) any applicable withholding taxes.

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