TriVascular (TRIV) Form 4 TriVascular / Shari L O'Quinn 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^*

O'Quinn Shari L

(Last) (First) (Middle)

C/O TRIVASCULAR TECHNOLOGIES, INC.

3910 BRICKWAY BLVD.

(Street)

SANTA ROSA CA 95403

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
TriVascular Technologies, Inc. [ TRIV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP Clinical/Regulatory Affairs

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)

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	02/03/2016		M		9,400	A	(1)	9,400	D
Common Stock	02/03/2016		F		3,549(2)	D	$5.62	5,851	D
Common Stock	02/03/2016		D(3)		5,851	D	(3)	0.00	D
Common Stock	02/03/2016		M		41,838	A	$2.43	41,838	D
Common Stock	02/03/2016		F		18,092(4)	D	$5.62	23,746	D
Common Stock	02/03/2016		D(3)		23,746	D	(3)	0.00	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
Restricted Stock Units (RSU)	(1)	02/03/2016		M			9,400	(5)	(5)	Common Stock	9,400	$0.00	0.00	D
Stock Options (Right to buy)	$2.43	02/03/2016		M			41,838	(6)	08/29/2022	Common Stock	41,838	$0.00	0.00	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive one share of TRIV common stock.

2. 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.

3. 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.

4. 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.

5. These restricted stock units became 100% vested in connection with the Merger.

6. These stock options became 100% vested in connection with the Merger.

Remarks:

	/s/ Michael Kramer, Attorney-In-Fact Shari L. O'Quinn	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).
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