Sec Form 4 Filing - Frost Ronald @ MERIT MEDICAL SYSTEMS INC - 2020-02-26

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

Form 4: Statement of changes in beneficial ownership, filed before the end of the 2nd business day following the day on which a transaction resulting in a change 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 *
Frost Ronald
2. Issuer Name and Ticker or Trading Symbol
MERIT MEDICAL SYSTEMS INC [ MMSI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last)
(First)
(Middle)
1600 WEST MERIT PARKWAY
3. Date of Earliest Transaction (MM/DD/YY)
02/26/2020
(Street)
SOUTH JORDAN, UT84095
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, No Par Value 16,311 I By 401(k) plan ( 1 )
Common Stock, No Par Value 5,000 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
Non-qualified stock options (right to buy) $ 12.06 10/04/2015( 2 ) 10/04/2021 Common Stock 25,000 25,000 D
Non-qualified stock options (right to buy) $ 17.27 02/13/2016( 3 ) 02/13/2022 Common Stock 20,000 20,000 D
Non-qualified stock options (right to buy) $ 16.05 01/28/2017( 4 ) 01/28/2023 Common Stock 20,000 20,000 D
Non-qualified stock options (right to buy) $ 28.2 04/14/2018( 5 ) 04/14/2024 Common Stock 50,000 50,000 D
Non-qualified stock options (right to buy) $ 44.8 03/02/2019( 6 ) 03/02/2025 Common Stock 40,000 40,000 D
Non-qualified stock options (right to buy) $ 55.73 03/01/2020( 7 ) 03/01/2026 Common Stock 30,000 30,000 D
Non-qualified stock options (right to buy) $ 37.71 02/26/2020 A 16,722 02/26/2021( 8 ) 02/26/2027 Common Stock 16,722 $ 0 16,722 D
Performance Stock Units ( 9 ) 02/26/2020 A 7,955 ( 10 ) 03/15/2021( 11 ) 03/15/2023( 11 ) Common Stock 7,955 $ 0 7,955 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Frost Ronald
1600 WEST MERIT PARKWAY
SOUTH JORDAN, UT84095
Chief Operating Officer
Signatures
Brian G. Lloyd, Attorney-in-Fact 02/28/2020
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents plan holdings as of 02/26/2020.
( 2 )Become exercisable in equal annual installments of 20% commencing 10/04/2015.
( 3 )Become exercisable in equal annual installments of 20% commencing 02/13/2016.
( 4 )Become exercisable in equal annual installments of 20% commencing 01/28/2017.
( 5 )Become exercisable in equal annual installments of 20% commencing 04/14/2018.
( 6 )Become exercisable in equal annual installments of 20% commencing 03/02/2019.
( 7 )Become exercisable in equal annual installments of 20% commencing 03/01/2020.
( 8 )Become exercisable in equal annual installments of 25% commencing 02/26/2021.
( 9 )Each performance share unit represents the Company's commitment to issue one share of Merit Medical Systems, Inc. common stock, subject to achievement of performance criteria.
( 10 )On February 26, 2020, the reporting person was awarded a target number of performance share units ("PSUs") pursuant to a Performance Stock Unit Award Agreement by and between the Reporting Person and the Issuer. The actual number of PSUs to be awarded to the Reporting Person will be based upon the Issuer's free cash flow measured against its 2020 financial plan over one, two and three-year periods ending December 31, 2020, 2021 and 2022, respectively, and subject to the Reporting Person's continued employment with the Issuer and the conditions set forth in the Stock Unit Award Agreement.
( 11 )If earned by the Reporting Person, the PSUs will be awarded not later than March 15 of the year following the Issuer's achievement of the target level of free cash flow, subject to conditions set forth in the Performance Stock Unit Award Agreement.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).

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