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) 05/29/2015 | ||||||||||||||||||||||||||
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, $0.01 par value | 05/19/2015 | J(1) | 24,747 | A | $67.74 | 150,369 | D | |||
Common Stock, $0.01 par value | 05/29/2015 | P | 7,500 | A | $60.17(2) | 157,869 | D | |||
Common Stock, $0.01 par value | 946,818 | I | By Essex Woodlands Health Ventures Fund VI, L.P.(3) | |||||||
Common Stock, $0.01 par value | 1,203,182(4) | I | By Essex Woodlands Health Ventures Fund VII, L.P.(5) |
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)(6) | $13.91 | 05/20/2009(7) | 05/20/2018 | Common Stock | 25,000 | 25,000 | D | ||||||||
Stock option (right to buy)(8) | $18.63 | 08/12/2009 | 08/13/2018 | Common Stock | 12,000 | 12,000 | D | ||||||||
Stock option (right to buy)(8) | $7.67 | 08/11/2010 | 08/12/2019 | Common Stock | 12,000 | 12,000 | D | ||||||||
Stock option (right to buy)(8) | $9.99 | 08/10/2011 | 08/11/2020 | Common Stock | 12,000 | 12,000 | D |
Explanation of Responses: |
1. Mr. Sutter received 24,747 shares of Common Stock as a payment-in-kind distribution from Essex Woodlands Health Ventures Fund VII, L.P. ("Fund VII") to its general partner and limited partners of an aggregate payment-in-kind distribution of 1,000,000 shares of Common Stock. |
2. On May 29, 2015, Mr. Sutter purchased an aggregate of 7,500 shares of Common Stock of the Issuer in multiple open market transactions, with prices ranging from $59.80 to $60.50. |
3. These securities are held by Essex Woodlands Health Ventures Fund VI, L.P. ("Fund VI"). Mr. Sutter is a managing director of Essex Woodlands Health Ventures VI, L.P., the general partner that manages Fund VI. As managing director, Mr. Sutter shares voting and investment powers for Fund VI. Mr. Sutter disclaims beneficial ownership of all such securities except to the extent of his pecuniary interest therein. |
4. On May 19, 2015, Fund VII made a payment-in-kind distribution of 1,000,000 shares of Issuer's Common Stock to its partners pro-rata based on their respective interests in Fund VII rather than selling the shares and distributing the proceeds. |
5. These securities are held by Fund VII. Mr. Sutter is a managing director of Essex Woodlands Health Ventures VII, L.P., the general partner that manages Fund VII. As managing director, Mr. Sutter shares voting and investment powers for Fund VII. Mr. Sutter disclaims beneficial ownership of all such securities except to the extent of his pecuniary interest therein. |
6. Grant to reporting person to buy shares of Common Stock of Issuer under ABIOMED, Inc. 2000 Stock Incentive Plan. |
7. These options become exercisable in annual 20% increments commencing on the date set forth in Table II, Column 6. |
8. Grant to reporting person of option to buy shares of Common Stock of Issuer set forth in Table II, Column 7, under the ABIOMED, Inc. 2008 Stock Incentive Plan. |
Remarks: |
/s/ Martin P. Sutter | 06/02/2015 | |
** 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. |