Matthew W Towse Form 4 NxStage Medical / MATTHEW W TOWSE 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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X

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^*

TOWSE MATTHEW W

(Last) (First) (Middle)

350 MERRIMACK STREET

(Street)

LAWRENCE MA 01843

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NxStage Medical, Inc. [ NXTM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP and Chief Financial Office

3. Date of Earliest Transaction (Month/Day/Year)
02/21/2019

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/21/2019		D(1)		28,396	D	$30	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$14.66	02/21/2019		D(2)			60,958	04/10/2014	03/09/2024	Common Stock	60,958	$0	0	D
Stock Option (Right to Buy)	$16.66	02/21/2019		D(2)			65,618	04/03/2015	03/02/2025	Common Stock	65,618	$0	0	D
Stock Option (Right to Buy)	$15.58	02/21/2019		D(2)			89,386	04/09/2016	03/08/2026	Common Stock	89,386	$0	0	D
Stock Option (Right to Buy)	$27.89	02/21/2019		D(2)			49,855	04/09/2017	03/08/2027	Common Stock	49,855	$0	0	D
Restricted Stock Unit	$0	02/21/2019		D(3)			11,643	03/09/2018	03/09/2020	Common Stock	11,643	$0	0	D

Explanation of Responses:

1. Disposed of under Merger Agreement with Fresenius Medical Care Holdings, Inc. in which all outstanding shares of Issuer's Common Stock were converted into the right to receive $30 per share in cash.

2. This option was canceled in the Merger in exchange for an amount in cash equal to the product of the total number of shares subject to the option multiplied by the excess of the Merger Consideration of $30 per share over the option exercise price.

3. These performance shares were canceled in the Merger in exchange for an amount in cash equal to the product of the total number of performance shares multiplied by the Merger Consideration of $30 per share.

	/s/ Aras Lapinskas, attorney-in-fact for Matthew Towse	02/25/2019
	** Signature of Reporting Person	Date
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).
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