| 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 Corindus Vascular Robotics, Inc. [ CVRS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/29/2019 | ||||||||||||||||||||||||||
| 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 | ||||||
| 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 | ||||||||
| Non-qualified stock option (right to buy) | $1.46 | 10/29/2019 | D(1) | 297,335 | 12/01/2016(2) | 03/06/2026 | Common Stock | 297,335 | $2.82(3) | 0 | D | ||||
| Non-qualified stock option (right to buy) | $1.46 | 10/29/2019 | D(1) | 7,136,049 | (4) | 03/06/2026 | Common Stock | 7,136,049 | $2.82(3) | 0 | D | ||||
| Non-qualified stock option (right to buy) | $0.705 | 10/29/2019 | D(1) | 297,335 | 12/01/2016(2) | 11/30/2026 | Common Stock | 297,335 | $3.575(3) | 0 | D | ||||
| Non-qualified stock option (right to buy) | $0.705 | 10/29/2019 | D(1) | 297,335 | 05/17/2017(2) | 11/30/2026 | Common Stock | 297,335 | $3.575(3) | 0 | D | ||||
| Non-qualified stock option (right to buy) | $0.705 | 10/29/2019 | D(1) | 297,335 | 06/22/2017(2) | 11/30/2026 | Common Stock | 297,335 | $3.575(3) | 0 | D | ||||
| Non-qualified stock option (right to buy) | $0.7501 | 10/29/2019 | D(1) | 5,183,322 | (5) | 05/31/2028 | Common Stock | 5,183,322 | $3.5299(3) | 0 | D | ||||
| Explanation of Responses: |
| 1. On October 29, 2019, Siemens Medical Solutions USA, Inc., a Delaware corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Corpus Merger Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of August 7, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger"). |
| 2. The option vested in full upon the Board's determination that Mr. Toland achieved the required performance criteria. |
| 3. At the effective time of the Merger (the "Effective Time"), which occurred on October 29, 2019, each outstanding and unexercised option to purchase shares of the Issuer's common stock automatically converted into the right to receive a cash payment 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 the Issuer's common stock subject to such option as of the Effective Time, without interest and net of any applicable withholding taxes. |
| 4. This option provided for vesting over a period of four years, with the first 25% vesting on March 7, 2017 and the remaining 75% vesting in 36 equal monthly installments beginning on April 7, 2017. |
| 5. This option provided for vesting on the date of certification by the Compensation Committee of the Board of the achievement of certain performance milestones, provided Mr. Toland was providing services to the Issuer or its affiliates on the date of such achievement. |
| /s/ Mark J. Toland | 10/31/2019 | |
| ** 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. | ||
