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 Halyard Health, Inc. [ HYH ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 05/05/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) 05/07/2015 | 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, $0.01 par value | 05/05/2015 | A | 686(1) | A | $0.00 | 784(2) | D | |||
Common Stock, $0.01 par value | 05/05/2015 | A | 1,450(3) | A | $0.00 | 2,234(2) | D | |||
Common Stock, $0.01 par value | 05/05/2015 | F | 544(4) | D | $45.53 | 1,690(2) | D | |||
Common Stock, $0.01 par value | 05/05/2015 | A | 824(5) | A | $0.00 | 2,514(2) | D | |||
Common Stock, $0.01 par value | 05/05/2015 | F | 137(6) | D | $45.53 | 2,377(2) | D | |||
Common Stock, $0.01 par value | 05/05/2015 | A | 1,288(7) | A | $0.00 | 3,665(2) | D | |||
Common Stock, $0.01 par value | 05/05/2015 | F | 150(8) | D | $45.53 | 3,515(2) | D | |||
Common Stock, $0.01 par value | 05/05/2015 | A | 1,095(3) | A | $0.00 | 4,610(2) | D | |||
Common Stock, $0.01 par value | 05/05/2015 | F | 356(9) | D | $45.53 | 4,254(2) | D | |||
Common Stock, $0.01 par value | 05/05/2015 | A | 887(10) | A | $0.00 | 5,141(2) | D | |||
Common Stock, $0.01 par value | 05/05/2015 | A | 1,816(11) | A | $0.00 | 6,957(2) | 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 |
Explanation of Responses: |
1. Represents time-vested restricted stock units issued pursuant to the Halyard Health Equity Participation Plan which will vest on May 5, 2018, subject to earlier vesting in the event of death, disability or certain other events. |
2. On the initial Form 4, the amount listed in Item 5 did not include 98 shares of stock that the Reporting Person owned, and, among other things, this amendment is being filed to correct the beneficial ownership amount held by the Reporting Person following this transaction. |
3. Represents time-vested restricted stock units issued pursuant to the Halyard Health, Inc. Equity Participation Plan which will vest immediately. |
4. This transaction represents the withholding of 544 shares of common stock to satisfy the tax withholding obligations incurred by the Reporting Person upon the vesting of 1,450 shares of common stock awarded to the Reporting Person on May 5, 2015. The initial Form 4 incorrectly reflected the shares withheld for taxes as 484 shares. |
5. Represents time-vested restricted stock issued pursuant to the Halyard Health Equity Participation Plan of which 354 shares will vest immediately and 470 will vest on May 1, 2016. |
6. This transaction represents the withholding of 137 shares of common stock to satisfy the tax withholding obligations incurred by the Reporting Person upon the vesting of 354 shares of common stock awarded to the Reporting Person on May 5, 2015. The initial Form 4 incorrectly reflected the shares withheld for taxes as 118 shares. |
7. Represents time-vested restricted stock units of which 386 of the awards will vest immediately, 386 of the awards will vest on May 1, 2016, and 516 of the awards will vest on May 1, 2017, subject to earlier vesting in the event of death, disability or other certain events. |
8. This transaction represents the withholding of 150 shares of common stock to satisfy the tax withholding obligations incurred by the Reporting Person upon the vesting of 386 shares of common stock awarded to the Reporting Person on May 5, 2015. The initial Form 4 incorrectly reflected the shares withheld for taxes as 129 shares. |
9. This transaction represents the withholding of 356 shares of common stock to satisfy the tax withholding obligations incurred by the Reporting Person upon the vesting of 1,095 shares of common stock awarded to the Reporting Person on May 5, 2015. The original Form 4 incorrectly reflected the shares withheld for taxes as 365 shares. |
10. Represents time-vested restricted stock units issued pursuant to the Halyard Health, Inc. Equity Participation Plan which will vest on May 1, 2016, subject to earlier vesting in the event of death, disability or certain other events. |
11. Represents time-vested restricted stock units issued pursuant to the Halyard Health, Inc. Equity Participation Plan which will vest on May 1, 2017, subject to earlier vesting in the event of death, disability or certain other events. |
Remarks: |
This Form 4A amends Table I of the Form 4 filed on May 7, 2015, in its entirety. |
/s/ S. Ross Mansbach, Attorney-in-Fact for Renato Negro | 05/19/2015 | |
** 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. |