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 ABIOMED INC [ ABMD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 05/08/2015 | ||||||||||||||||||||||||||
| 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 | ||||||
| Common Stock, $.01 par value | 05/08/2015 | M | 14,301 | A | $5.23 | 97,601 | D | |||
| Common Stock, $.01 par value | 05/08/2015 | S(4) | 2,701(4) | D | $64.1597(5) | 94,900 | D | |||
| Common Stock, $.01 par value | 05/08/2015 | S(4) | 3,032(4) | D | $65.1294(6) | 91,868 | D | |||
| Common Stock, $.01 par value | 05/08/2015 | S(4) | 1,593(4) | D | $66.3304(7) | 90,275 | D | |||
| Common Stock, $.01 par value | 05/08/2015 | S(4) | 4,068(4) | D | $67.3335(8) | 86,207 | D | |||
| Common Stock, $.01 par value | 05/08/2015 | S(4) | 2,303(4) | D | $67.8776(9) | 83,904 | D | |||
| Common Stock, $.01 par value | 05/08/2015 | S(4) | 544(4) | D | $69.0306(10) | 83,360 | D | |||
| Common Stock, $.01 par value | 05/08/2015 | S(4) | 60(4) | D | $69.81(11) | 83,300 | D | |||
| Common Stock, $.01 par value | 05/08/2015 | S(4) | 274(4) | D | $64.1598(12)(19) | 83,026 | D | |||
| Common Stock, $.01 par value | 05/08/2015 | S(4) | 307(4) | D | $65.1294(13)(19) | 82,719 | D | |||
| Common Stock, $.01 par value | 05/08/2015 | S(4) | 162(4) | D | $66.3304(14)(19) | 82,557 | D | |||
| Common Stock, $.01 par value | 05/08/2015 | S(4) | 412(4) | D | $67.3336(15)(19) | 82,145 | D | |||
| Common Stock, $.01 par value | 05/08/2015 | S(4) | 234(4) | D | $67.877(16)(20) | 81,911 | D | |||
| Common Stock, $.01 par value | 05/08/2015 | S(4) | 55(4) | D | $69.0306(17) | 81,856 | D | |||
| Common Stock, $.01 par value | 05/08/2015 | S(4) | 6(4) | D | $69.81(18) | 81,850 | D | |||
| Common Stock, $.01 par value | 05/12/2015 | S(4) | 1,602(4) | D | $68 | 80,248 | 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)(1) | $5.23 | 05/08/2015 | M | 14,301 | 03/05/2009(2) | 03/05/2019 | Common Stock | 14,301 | $0 | 0 | D | ||||
| Stock Option (right to buy)(1) | $10.03 | 06/03/2011(2) | 06/03/2020 | Common Stock | 0 | 30,000 | D | ||||||||
| Stock Option (Right to buy)(1) | $22.44 | 05/22/2013(2) | 05/22/2022 | Common Stock | 0 | 25,000 | D | ||||||||
| Stock Option (Right to Buy)(1) | $23.15 | 05/14/2014(2) | 05/14/2023 | Common Stock | 0 | 25,000 | D | ||||||||
| Stock Option (Right to Buy)(1) | $21.55 | 05/14/2015(3) | 05/14/2024 | Common Stock | 0 | 25,000 | D | ||||||||
| Explanation of Responses: |
| 1. Grant to reporting person of option to buy the number of shares of common stock set forth on Table II, Column 7, under the Abiomed, Inc. 2008 Stock Incentive Plan. |
| 2. These options become exerciseable in annual 25% increments, commencing on the date shown forth in Table II, Column 6. |
| 3. These options become exercisable in annual 33-1/3% increments, commencing on the date shown in Table II, Column 6. |
| 4. Sale of common stock pursuant to reporting owner's 10b5-1 plan. |
| 5. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $63.6200 and $64.6100. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer. |
| 6. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $64.6200 and $65.6100. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer. |
| 7. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $65.6750 and $66.6500. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer. |
| 8. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $66.7000 and $67.6900. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer. |
| 9. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $67.7000 and $68.6600. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer. |
| 10. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $68.7000 and $69.6900. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer. |
| 11. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $69.7000 and $69.9600. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer. |
| 12. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $63.6200 and $64.6100. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer. |
| 13. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $64.6200 and $65.6100. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer. |
| 14. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $65.6750 and $66.6500. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer. |
| 15. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $66.7000 and $67.6900. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer. |
| 16. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $67.7000 and $68.6600. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer. |
| 17. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $68.7000 and $69.6900. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer. |
| 18. This price represents the weighted average sale price of multiple transactions on the reported date at prices that ranged between $69.7000 and $69.9600. Detailed information regarding the number of shares sold at each separate price will be provided upon request by the Commission staff, the Issuer, or a security holder of the Issuer. |
| 19. To remedy a broker error that occurred in connection with executing the transaction, in accordance with the broker's policy, the reporting person received from the broker an additional payment for the sale of the shares to make the average price per share $68.0000. |
| 20. To remedy a broker error that occurred in connection with executing the transaction, in accordance with the broker's policy, the reporting person received from the broker an additional payment for the sale of the shares sold below $68.0000 per share to make the price per share of such shares $68.0000 per share. |
| /s/ Stephen C. McEvoy (by power of attorney) | 05/12/2015 | |
| ** 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. | ||