Eleanor F. Baker Form 4 HESKA / Eleanor F. Baker 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^*

Baker Eleanor F.

(Last) (First) (Middle)

3760 ROCKY MOUNTAIN AVENUE

(Street)

LOVELAND CO 80538

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HESKA CORP [ HSKA ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Managing Dir. & COO, scil

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2022

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	06/13/2023		A(1)		16,757	A	$0	25,226(2)	D
Common Stock	06/13/2023		A(3)		4,056	A	$0	29,282	D
Common Stock	06/13/2023		D(4)		29,282	D	$120	0	D

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
Performance Shares	(5)	06/13/2023		D			750	(5)	03/31/2025	Common Stock	750	(5)	0(6)	D
Non-Qualified Stock Option (right to buy)	$60.94	02/28/2022		A(7)		12,500		02/28/2022	04/15/2030	Common Stock	12,500	$0	12,500	D
Non-Qualified Stock Option (right to buy)	$60.94	06/13/2023		A(8)		22,500		06/13/2023	04/15/2030	Common Stock	22,500	$0	35,000	D
Non-Qualified Stock Option (right to buy)	$60.94	06/13/2023		D			35,000	(7)(8)	04/15/2030	Common Stock	35,000	(9)	0	D
Incentive Stock Option (right to buy)	$60.94	06/13/2023		D			1	(10)	04/15/2030	Common Stock	1	(9)	0	D
Non-Qualified Stock Option (right to buy)	$60.94	06/13/2023		D			9,999	(10)	04/15/2030	Common Stock	9,999	(9)	0	D
Incentive Stock Option (right to buy)	$98.95	06/13/2023		D			1,500	(11)	10/23/2028	Common Stock	1,500	(9)	0	D
Incentive Stock Option (right to buy)	$71.84	06/13/2023		D			2,710	(12)	09/23/2029	Common Stock	2,710	(9)	0	D
Non-Qualified Stock Option (right to buy)	$71.84	06/13/2023		D			9,290	(12)	09/23/2029	Common Stock	9,290	(9)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 31, 2023, by and among the Issuer, Antech Diagnostics, Inc., a California corporation ("Acquiror"), Helsinki Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acquiror, and, solely for purposes of Section 9.15 of the Merger Agreement, Mars, Incorporated, a Delaware corporation, these shares of performance-based restricted stock of the Issuer were fully accelerated assuming maximum level of performance immediately prior to the effectiveness of the merger.

2. Includes 305 shares of common stock of the Issuer purchased under the Issuer's employee stock purchase plan on May 26, 2023.

3. Pursuant to the Merger Agreement, these performance-based restricted stock units were fully accelerated assuming target level of performance immediately prior to the effectiveness of the merger.

4. Disposed of pursuant to the Merger Agreement in exchange for cash consideration of $120.00 per share of common stock of the Issuer (the "Merger Consideration") on the effective date of the merger.

5. Pursuant to the Merger Agreement, these performance shares of the Issuer were fully accelerated assuming maximum level of performance immediately prior to the effectiveness of the merger and canceled in the merger in exchange for an amount in cash equal to $120.00 per share.

6. 1,500 performance shares previously vested and settled.

7. Stock options of the Issuer became vested and exercisable upon achieving performance vesting conditions on February 28, 2022.

8. Pursuant to the Merger Agreement, these stock options of the Issuer were fully accelerated assuming maximum level of performance immediately prior to the effectiveness of the merger.

9. Stock options of the Issuer were canceled in the merger in exchange for an amount in cash equal to the difference, if any, between the Merger Consideration and the exercise price of such stock options.

10. These stock options of the Issuer vested in two equal installments on December 31, 2021 and on December 31, 2022.

11. These stock options of the Issuer vested monthly in equal installments over four years through October 24, 2022.

12. These stock options of the Issuer vested in three equal installments on September 24, 2020, September 24, 2021 and September 24, 2022.

	/s/ Catherine Grassman For: Eleanor Baker	06/13/2023
	** Signature of Reporting Person	Date
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