Corindus Vascular Robotics (CVRS) Form 4 Corindus Vascular Robotics / PHILIPS NV KONINKLIJKE 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^*

KONINKLIJKE PHILIPS NV

(Last) (First) (Middle)

PHILIPS CENTER, AMSTELPLEIN 2, 1096 BC

(Street)

AMSTERDAM P7

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Corindus Vascular Robotics, Inc. [ CVRS ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/22/2017

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, par value $0.0001 per share	05/03/2019		A		27,649(1)	A	$2.17	26,449,007(2)	I	See footnote(3)
Common Stock, par value $0.0001 per share	10/29/2019		D(4)(5)(6)		26,449,007	D	$4.28	0(5)(6)	I	See footnote(3)

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
Non-qualified stock option (right to buy)	$1.68	10/29/2019		D(4)(7)			17,857	(7)	(7)	Common Stock	17,857	$2.6(7)	0	I	See footnote(3)

Explanation of Responses:

1. The common stock represents shares issuable upon vesting of restricted stock units ("RSUs") granted to Nathan Harrington in his capacity as a director of the Issuer as part of his 2019 annual equity award. The RSUs provide for vesting in quarterly installments on August 3, 2019, November 3, 2019, February 3, 2020 and May 3, 2020, subject to Mr. Harrington's continuous service with the Issuer

2. Includes shares of common stock related to RSUs granted to Mr. Harrington in his capacity as a director of the Issuer as part of his 2017 and 2018 annual equity awards.

3. These securities were held directly by Mr. Harrington, an employee of the reporting person, as compensation for his service as a director of the Issuer. Pursuant to Mr. Harrington's arrangement with the reporting person as his employer, any compensation received by Mr. Harrington during his service as a director of the Issuer was for the benefit of the reporting person and, as such, Mr. Harrington transferred his securities to the reporting person for no consideration.

4. Pursuant to the Agreement and Plan of Merger, dated as of August 7, 2019 (the "Merger Agreement"), by and among the Issuer, Siemens Medical Solutions USA, Inc., a Delaware corporation ("SMS USA") and Corpus Merger, Inc., a Delaware corporation and a wholly owned subsidiary of SMS USA, Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of SMS USA.

5. Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Issuer common stock, par value $0.0001, was cancelled and converted into the right to receive an amount in cash equal to $4.28, without interest and less any applicable withholding taxes.

6. Pursuant to the Merger Agreement, at the effective time of the Merger, each RSU, whether vested or unvested, was cancelled and converted into the right to receive a cash payment (without interest and less any applicable withholding taxes) equal to the product of (i) $4.28 and (ii) the number of shares of Issuer common stock underlying the award as of the effective time of the Merger.

7. Pursuant to the Merger Agreement, at the effective time of the Merger, each option to purchase Issuer common stock, whether vested or unvested, was cancelled and converted into the right to receive a cash payment (without interest and less any applicable withholding taxes) equal to the product of (i) the excess, if any, of $4.28 over the per share exercise price of such option, and (ii) the number of shares of Issuer common stock subject to such option as of the effective time of the Merger. Options having an exercise price per share equal to or exceeding $4.28 were cancelled without payment.

Remarks:

Mr. Harrington is an employee of the reporting person and served as a director of the Issuer until the consummation of the transaction contemplated by the Merger Agreement. As a result, during Mr. Harrington's tenure as a director of the Issuer, the reporting person may have been deemed a director by deputization for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended.

	/s/ Abhijit Bhattacharya, Chief Financial Officer	10/31/2019
	/s/ Marnix van Ginneken, Chief Legal Officer	10/31/2019
	** Signature of Reporting Person	Date
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