Sec Form 4 Filing - ARON KENNETH @ ABAXIS INC - 2018-07-31

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 *
ARON KENNETH
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)
Chief Technology Officer
(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 115,499 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
ARON KENNETH
C/O ABAXIS, INC.
3240 WHIPPLE ROAD
UNION CITY, CA94587
Chief Technology Officer
Signatures
/s/ Kenneth Aron 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 vested automatically in accordance with their existing terms and were cancelled and automatically converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock underlying such awards. Each of these vested restricted stock units converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock underlying such awards.
( 3 )Not applicable.
( 4 )Pursuant to the terms of the Merger Agreement, at the Effective Time, each of these unvested performance restricted stock units vested automatically in accordance with their existing terms and were cancelled and automatically converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock underlying such awards. Each of these vested performance restricted stock units converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock underlying such awards.

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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