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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TriVascular Technologies, Inc. [ TRIV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 02/03/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/03/2016 | M | 12,400 | A | (1) | 186,487(2) | D | |||
| Common Stock | 02/03/2016 | F | 5,429(3) | D | $5.62 | 181,058 | D | |||
| Common Stock | 02/03/2016 | D(4) | 6,971 | D | (4) | 174,087 | D | |||
| Common Stock | 02/03/2016 | M | 22,137 | A | $2.43 | 196,224 | D | |||
| Common Stock | 02/03/2016 | F | 15,073(5) | D | $5.62 | 181,151 | D | |||
| Common Stock | 02/03/2016 | D(4) | 7,064 | D | (4) | 174,087 | D | |||
| Common Stock | 02/03/2016 | D(4) | 174,087 | D | (4) | 0.00 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Restricted Stock Units (RSU) | (1) | 02/03/2016 | M | 12,400 | (6) | (6) | Common Stock | 12,400 | $0.00 | 0.00 | D | ||||
| Stock Options (Right to buy) | $2.43 | 02/03/2016 | M | 22,137 | (7) | 10/05/2020 | Common Stock | 22,137 | $0.00 | 0.00 | D | ||||
| Explanation of Responses: |
| 1. Each RSU represents a contingent right to receive one share of TRIV common stock. |
| 2. This quantity includes 2,841 ESPP shares. |
| 3. These shares were withheld by the issuer to satisfy tax withholding obligations and calculated for the purposes of the deemed settlement of the RSUs, contingent upon the closing of the Merger (as defined below), utilizing the closing price of the issuers common stock on January 28, 2016. |
| 4. These shares were disposed of pursuant to the merger agreement between the issuer and Endologix, Inc. (such transaction, the Merger). In connection with the closing of the Merger, the reporting person received 0.6312 share of Endologix common stock and $0.34 in cash for each share of issuer common stock held by such reporting person, for a total consideration of $4.95 per share based upon the closing price of Endologix common stock on February 2, 2016. |
| 5. These shares were withheld by the issuer as payment of the exercise price and to satisfy tax withholding obligations, and calculated for the purposes of the deemed exercise of the options, contingent upon the closing of the Merger, utilizing the closing price of the issuers common stock on January 28, 2016. |
| 6. These restricted stock units became 100% vested in connection with the Merger. |
| 7. These stock options became 100% vested in connection with the Merger. |
| Remarks: |
| /s/ Michael Kramer, Attorney-In-Fact Michael V. Chobotov | 02/04/2016 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||