Sec Form 4 Filing - TOCKMAN CRAIG @ ABAXIS INC - 2018-07-31

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
TOCKMAN CRAIG
2. Issuer Name and Ticker or Trading Symbol
ABAXIS INC [ ABAX]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP-Sales & Mktg, Animal Health
(Last) (First) (Middle)
C/O ABAXIS, INC, 3240 WHIPPLE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
07/31/2018
(Street)
UNION CITY, CA94587
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 07/31/2018 D 25,678 D $ 83 ( 1 ) 0 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
Restricted Stock Units $ 0 07/31/2018 D 6,300 ( 2 ) ( 3 ) Common Stock 6,300 ( 2 ) 0 ( 2 ) D
Restricted Stock Units $ 0 07/31/2018 D 7,650 ( 2 ) ( 3 ) Common Stock 7,650 ( 2 ) 0 ( 2 ) D
Restricted Stock Units $ 0 07/31/2018 D 8,550 ( 2 ) ( 3 ) Common Stock 8,550 ( 2 ) 0 ( 2 ) D
Restricted Stock Units $ 0 07/31/2018 D 9,000 ( 2 ) ( 3 ) Common Stock 9,000 ( 2 ) 0 ( 2 ) D
Performance-Based Restricted Stock Units $ 0 07/31/2018 D 6,000 ( 4 ) ( 3 ) Common Stock 6,000 ( 4 ) 0 ( 4 ) D
Performance-Based Restricted Stock Units $ 0 07/31/2018 D 6,000 ( 4 ) ( 3 ) Common Stock 6,000 ( 4 ) 0 ( 4 ) D
Performance-Based Restricted Stock Units $ 0 07/31/2018 D 16,000 ( 4 ) ( 3 ) Common Stock 16,000 ( 4 ) 0 ( 4 ) D
Performance-Based Restricted Stock Units $ 0 07/31/2018 D 16,000 ( 4 ) ( 3 ) Common Stock 16,000 ( 4 ) 0 ( 4 ) D
Performance-Based Restricted Stock Units $ 0 07/31/2018 D 8,000 ( 4 ) ( 3 ) Common Stock 8,000 ( 4 ) 0 ( 4 ) D
Performance-Based Restricted Stock Units $ 0 07/31/2018 D 8,000 ( 4 ) ( 3 ) Common Stock 8,000 ( 4 ) 0 ( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TOCKMAN CRAIG
C/O ABAXIS, INC
3240 WHIPPLE ROAD
UNION CITY, CA94587
VP-Sales & Mktg, Animal Health
Signatures
/s/ Craig Tockman 08/02/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated May 15, 2018, by and among Abaxis, Inc., a California corporation (the "Issuer"), Zoetis Inc., a Delaware corporation ("Parent"), and Zeus Merger Sub, Inc., a California corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), on July 31, 2018, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, these shares were cancelled and converted into the right to receive $83.00 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").
( 2 )Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each of these unvested restricted stock units was cancelled and automatically converted into time-vesting restricted stock unit awards with respect to shares of common stock, par value $0.01 per share, of Parent (the "Parent Common Stock"), with the number of underlying shares adjusted to reflect an exchange ratio based on the closing prices of shares of Parent Common Stock and Issuer common stock for the ten full trading days before the closing of the Merger, and on substantially the same terms and conditions (including the time-based vesting schedule) as were applicable to such Issuer restricted stock unit awards immediately prior to the Effective Time.
( 3 )Not applicable.
( 4 )Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each of these unvested restricted stock units was cancelled and automatically converted into time-vesting restricted stock unit awards with respect to shares of common stock, par value $0.01 per share, of Parent (the "Parent Common Stock"), with the number of underlying shares adjusted to reflect an exchange ratio based on the closing prices of shares of Parent Common Stock and Issuer common stock for the ten full trading days before the closing of the Merger, and on substantially the same terms and conditions (including the time-based vesting schedule) as were applicable to such Issuer restricted stock unit awards immediately prior to the Effective Time, except that any performance goals underlying such Issuer performance-based restricted stock unit awards were deemed satisfied as of the Effective Time.

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