| 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 SPECTRANETICS CORP [ SPNC ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/09/2017 | ||||||||||||||||||||||||||
| 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 | ||||||
| SPNC Common Stock | 08/09/2017 | D | 25,251(1)(2) | D | $38.5 | 0 | 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 | ||||||||
| Stock Option (Right to Buy) | $7.84 | 08/09/2017 | D | 47,000 | (3) | 10/31/2021 | Common Stock | 47,000 | $30.66 | 0 | D | ||||
| Stock Option (Right to Buy) | $9.87 | 08/09/2017 | D | 27,542 | (3) | 05/31/2022 | Common Stock | 27,542 | $28.63 | 0 | D | ||||
| Stock Option (Right to Buy) | $18.44 | 08/09/2017 | D | 7,584 | (3) | 07/10/2023 | Common Stock | 7,584 | $20.06 | 0 | D | ||||
| Stock Option (Right to Buy) | $15.05 | 08/09/2017 | D | 20,135 | (3) | 01/08/2026 | Common Stock | 20,135 | $23.45 | 0 | D | ||||
| Restricted Stock Units | $0 | 08/09/2017 | D | 853 | (4) | (4) | Common Stock | 853 | $38.5 | 0 | D | ||||
| Restricted Stock Units | $0 | 08/09/2017 | D | 2,250 | (4) | (4) | Common Stock | 2,250 | $38.5 | 0 | D | ||||
| Restricted Stock Units | $0 | 08/09/2017 | D | 3,322 | (4) | (4) | Common Stock | 3,322 | $38.5 | 0 | D | ||||
| Restricted Stock Units | $0 | 08/09/2017 | D | 7,648 | (4) | (4) | Common Stock | 7,648 | $38.5 | 0 | D | ||||
| Performance Stock Units | $0 | 08/09/2017 | D | 16,520 | (5) | (5) | Common Stock | 16,520 | $38.5 | 0 | D | ||||
| Performance Stock Units | $0 | 08/09/2017 | D | 5,099 | (5) | (5) | Common Stock | 5,099 | $38.5 | 0 | D | ||||
| Explanation of Responses: |
| 1. Per the terms of the Agreement and Plan of Merger, dated as of June 27, 2017, among the Company, Philips Holding USA Inc., a Delaware corporation, and HealthTech Merger Sub, Inc., a Delaware corporation (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Company common stock other than the shares described in Note 2 below was validly tendered for $38.50 per share in cash, without interest and less any required withholding taxes. |
| 2. Includes 6,315 shares of Company common stock underlying performance stock units that were subject solely to service-based vesting conditions immediately prior to the Effective Time (as defined in the Merger Agreement) and that, pursuant to their terms upon consummation of the Merger Agreement, were treated as restricted stock units and were cancelled at the Effective Time and converted into the right to receive $38.50 per share in cash, without interest and less any required withholding taxes. |
| 3. Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of immediately prior to the Effective Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive cash in an amount equal to the product of (i) the number of shares of Company common stock for which such stock option had not then been exercised and (ii) the excess, if any, of the 38.50 per share in cash over the exercise price per share of Company common stock subject to each such stock option, without interest and less any required withholding taxes. |
| 4. Per the terms of the Merger Agreement, each restricted stock unit award that was outstanding as of immediately prior to the Effective Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash in amount equal to $38.50 per share in cash, without interest and less any required withholding taxes. |
| 5. Per the terms of the Merger Agreement, each performance stock unit award (other than performance stock units described in Note 2 above) that was outstanding as of immediately prior to the Effective Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash equal to the product of (i) (A) for performance stock units granted in 2016, the number of shares of Company common stock subject to such Company performance stock unit (assuming that any applicable performance conditions were deemed to be achieved at 150% of the target performance level), and (B) for performance stock units granted in 2017, the number of shares of Company common stock subject to such performance stock units (assuming that any applicable performance conditions were deemed to be achieved at the target performance level) and (ii) $38.50, without interest and less any required withholding taxes. |
| /s/ Robert McCormack, Attorney-in-Fact for Donna Ford-Serbu | 08/11/2017 | |
| ** 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. | ||
