Lang Brent D. Form 4 VOCERA COMMUNICATIONS / BRENT D. LANG 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^*

LANG BRENT D.

(Last) (First) (Middle)

C/O VOCERA COMMUNICATIONS, INC.

525 RACE STREET

(Street)

SAN JOSE CA 95126

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VOCERA COMMUNICATIONS, INC. [ VCRA ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2022

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	02/18/2022		A		254,184(1)	A	$0.00	699,881(2)	I	By Lang Van Schaack Family Revocable Trust
Common Stock	02/23/2022		D		699,881	D	(3)	0	I	By Lang Van Schaack Family Revocable Trust

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)	$12.92	02/23/2022		D			3	(4)	06/01/2024	Common Stock	3	(5)	0	D

Explanation of Responses:

1. Represents the number of shares that vested under (a) a performance stock unit award granted on June 1, 2020 and (b) a performance stock unit award granted on July 1, 2021.

2. Includes 156 shares of Common Stock acquired under the Issuer's employee stock purchase plan on February 17, 2022.

3. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 6, 2022, by and among the Issuer, Stryker Corporation ("Stryker") and Voice Merger Sub Corp. ("Merger Sub"), the Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Stryker, effective as of February 23, 2022 (the "Effective Time"). Pursuant to the Merger Agreement, each share of the common stock was exchanged into the right to receive $79.25 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration"), at the Effective Time.

4. The stock option is fully vested and immediately exercisable.

5. Pursuant to the Merger Agreement, the option was cancelled and converted at or immediately prior to the Effective Time into a cash payment equal to the product of (a) the aggregate number of underlying shares multiplied by (b) the excess of the Merger Consideration over the applicable per share exercise price of the option.

Remarks:

	/s/ Douglas Carlen on behalf of Brent D. Lang	02/23/2022
	** 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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