Clinton Severson Form 4 ABAXIS / CLINTON SEVERSON ownership change

SEC Form 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SEVERSON CLINTON

(Last)

(First)

(Middle)

C/O ABAXIS, INC.

3240 WHIPPLE ROAD

(Street)

UNION CITY

94587

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ABAXIS INC [ ABAX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO & Board Chairman

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/31/2018		G	V	60,241	D	$0	523,800	D
Common Stock	07/31/2018		D		523,800	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$0	07/31/2018		D			13,300	⁽²⁾	⁽³⁾	Common Stock	13,300	⁽²⁾	0⁽²⁾	D
Restricted Stock Units	$0	07/31/2018		D			16,150	⁽²⁾	⁽³⁾	Common Stock	16,150	⁽²⁾	0⁽²⁾	D
Restricted Stock Units	$0	07/31/2018		D			18,050	⁽²⁾	⁽³⁾	Common Stock	18,050	⁽²⁾	0⁽²⁾	D
Restricted Stock Units	$0	07/31/2018		D			19,000	⁽²⁾	⁽³⁾	Common Stock	19,000	⁽²⁾	0⁽²⁾	D
Performance-Based Restricted Stock Units	$0	07/31/2018		D			9,000	⁽⁴⁾	⁽³⁾	Common Stock	9,000	⁽⁴⁾	0⁽⁴⁾	D
Performance-Based Restricted Stock Units	$0	07/31/2018		D			9,000	⁽⁴⁾	⁽³⁾	Common Stock	9,000	⁽⁴⁾	0⁽⁴⁾	D
Performance-Based Restricted Stock Units	$0	07/31/2018		D			36,000	⁽⁴⁾	⁽³⁾	Common Stock	36,000	⁽⁴⁾	0⁽⁴⁾	D
Performance-Based Restricted Stock Units	$0	07/31/2018		D			36,000	⁽⁴⁾	⁽³⁾	Common Stock	36,000	⁽⁴⁾	0⁽⁴⁾	D
Performance-Based Restricted Stock Units	$0	07/31/2018		D			18,000	⁽⁴⁾	⁽³⁾	Common Stock	18,000	⁽⁴⁾	0⁽⁴⁾	D
Performance-Based Restricted Stock Units	$0	07/31/2018		D			33,000	⁽⁴⁾	⁽³⁾	Common Stock	33,000	⁽⁴⁾	0⁽⁴⁾	D

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. Each of these vested performance restricted stock units 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.

	/s/ Clinton Severson	08/02/2018
	** Signature of Reporting Person	Date
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Clinton Severson Form 4ABAXIS / CLINTON SEVERSON ownership change