| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SWAV | Common Stock | Disposed to Issuer | -152K | -100% | 0 | May 31, 2024 | Direct | F1, F2 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SWAV | Stock Option | Disposed to Issuer | -295K | -100% | 0 | May 31, 2024 | Common Stock | 295K | $3.42 | Direct | F3 | ||
| transaction | SWAV | Stock Option | Disposed to Issuer | -82K | -100% | 0 | May 31, 2024 | Common Stock | 82K | $17.00 | Direct | F3 | ||
| transaction | SWAV | Performance Stock Unit | Disposed to Issuer | -101K | -100% | 0 | May 31, 2024 | Common Stock | 101K | $0.00 | Direct | F4, F5 |
Douglas Godshall is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | This Form 4 reports the disposition of securities pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 4, 2024, by and among the Issuer, Johnson & Johnson ("J&J"), and Sweep Merger Sub, Inc., a wholly owned subsidiary of J&J ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of the effective time of the Merger (the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of J&J. As a result of the Merger, at the Effective Time, each outstanding share of common stock, par value $0.001 per share, of the Issuer ("Common Stock") outstanding immediately prior to the Effective Time (excluding Excluded Shares and any Dissenting Company Shares, each as defined in the Merger Agreement) was automatically converted into the right to receive $335.00 in cash (the "Merger Consideration"), |
| F2 | (Continued from Footnote 1) without interest and less any applicable withholding taxes. Additionally, pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU") outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive a cash amount, without interest and less any applicable withholding taxes, equal to the product of (i) the aggregate number of shares of Common Stock underlying such RSU immediately prior to the Effective Time and (ii) the Merger Consideration. |
| F3 | Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of Common Stock ("Company Option") that was outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, with a per share exercise price that was less than the Merger Consideration, was cancelled and converted into the right to receive a cash amount, without interest and less any applicable withholding taxes, equal to the product of (i) the aggregate number of shares of Common Stock underlying such Company Option immediately prior to the Effective Time, and (ii) the excess of (A) the Merger Consideration over (B) the per share exercise price of such Company Option. |
| F4 | Pursuant to the Merger Agreement, at the Effective Time, each RSU subject to performance-based vesting conditions ("PSU") outstanding immediately prior to the Effective Time, whether vested or unvested, was canceled and converted into the right to receive a cash amount, without interest and less any applicable withholding taxes, equal to the product of (i) the aggregate number of shares of Common Stock underlying such PSU (assuming attainment of (A) the actual level of performance for performance metrics for which the relevant performance period had been completed as of the Effective Time and (B) the maximum level of performance under the terms of the applicable award agreement as in effect on the date of the Merger Agreement for performance metrics for which the relevant performance period had not been completed as of the Effective Time) and (ii) the Merger Consideration. |
| F5 | (Continued from Footnote 4) The amount reported represents PSUs for which performance was deemed achieved assuming attainment of maximum level of performance. |