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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 )Per the terms of the Agreement and Plan of Merger, dated as of December 18, 2020, among the Company, Philips Holding USA Inc., a Delaware corporation, and Davies Merger Sub, Inc., a Delaware corporation (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Company common stock was validly tendered for $72.00 per share in cash (the "Offer Price"), less any applicable withholding taxes.|
( 2 )Includes 49,542 restricted stock units that, pursuant to the Merger Agreement, were cancelled at the Effective Time of the Merger (both as defined in the Merger Agreement) and converted into the right to receive the Offer Price, less any applicable withholding taxes.
( 3 )Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of the Effective Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive cash in an amount equal to the product of (i) the total number of shares of Company common stock subject to such stock option immediately prior to the Effective Time, and (ii) the excess, if any, of the Offer Price over the exercise price per share of such stock option, less applicable withholding taxes.
( 4 )Per the terms of the Merger Agreement, each performance stock unit ("PSU") that was outstanding as of the Effective Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive cash equal to the product of (i) the total number of shares of Company common stock subject to such PSU that would have vested if the applicable performance period ended immediately prior to the Effective Time (assuming that any applicable performance conditions were deemed to be achieved at the target performance level), multiplied by (ii) the Offer Price, less applicable withholding taxes.
|* 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).|