Abiomed Form 4 / MICHAEL R MINOGUE 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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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^*

MINOGUE MICHAEL R

(Last)

(First)

(Middle)

C/O ABIOMED, INC.,

22 CHERRY HILL DRIVE

(Street)

DANVERS

01923

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ABIOMED INC [ NASD ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CHAIRMAN, PRESIDENT, CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/22/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock $.01 par value	12/22/2022		D⁽¹⁾⁽²⁾		166,670⁽³⁾	D	$0⁽¹⁾⁽²⁾	0	D
Common Stock $.01 par value	12/22/2022		D⁽¹⁾		243,962⁽³⁾	D	$0⁽¹⁾	0	I	By Trust

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$21.55	12/22/2022		D⁽⁴⁾⁽⁵⁾			85,000	⁽⁴⁾⁽⁵⁾	05/14/2024	Common Stock	85,000	⁽⁴⁾⁽⁵⁾	0	D
Stock Option (right to buy)	$66.25	12/22/2022		D⁽⁴⁾⁽⁵⁾			35,000	⁽⁴⁾⁽⁵⁾	05/13/2025	Common Stock	35,000	⁽⁴⁾⁽⁵⁾	0	D
Stock Option (right to buy)	$99.62	12/22/2022		D⁽⁴⁾⁽⁵⁾			30,500	⁽⁴⁾⁽⁵⁾	05/24/2026	Common Stock	30,500	⁽⁴⁾⁽⁵⁾	0	D
Stock Option (right to buy)	$134.51	12/22/2022		D⁽⁴⁾⁽⁵⁾			33,000	⁽⁴⁾⁽⁵⁾	05/15/2027	Common Stock	33,000	⁽⁴⁾⁽⁵⁾	0	D
Stock Option (right to buy)	$381.97	12/22/2022		D⁽⁴⁾⁽⁵⁾			30,000	⁽⁴⁾⁽⁵⁾	05/16/2028	Common Stock	30,000	⁽⁴⁾⁽⁵⁾	0	D
Stock Option (Right to Buy)	$266.39	12/22/2022		D⁽⁴⁾⁽⁵⁾			50,000	⁽⁴⁾⁽⁵⁾	05/30/2029	Common Stock	50,000	⁽⁴⁾⁽⁵⁾	0	D
Stock Option (Right to Buy)	$223.9	12/22/2022		D⁽⁴⁾⁽⁵⁾			20,898	⁽⁴⁾⁽⁵⁾	05/29/2030	Common Stock	20,898	⁽⁴⁾⁽⁵⁾	0	D
Stock Option (Right to Buy)	$283.88	12/22/2022		D⁽⁴⁾⁽⁵⁾			30,000	⁽⁴⁾⁽⁵⁾	05/25/2031	Common Stock	30,000	⁽⁴⁾⁽⁵⁾	0	D
Performance Stock Units	$0	12/22/2022		A⁽⁶⁾⁽⁷⁾		96,265		⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	96,265	⁽⁶⁾⁽⁷⁾	96,265	D
Performance Stock Units	$0	12/22/2022		D⁽⁶⁾⁽⁷⁾			96,265	⁽⁶⁾⁽⁷⁾	⁽⁶⁾⁽⁷⁾	Common Stock	96,265	⁽⁶⁾⁽⁷⁾	0	D

Explanation of Responses:

1. Disposed in connection with transactions contemplated by the Agreement and Plan of Merger, dated as of October 31, 2022 (the "Merger Agreement"), by and among the Issuer, Johnson & Johnson ("Parent") and Athos Merger Sub, Inc. ("Merger Sub"), pursuant to which, on December 22, 2022, Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. As a result of the Merger, each outstanding share of common stock, par value $0.01 per share, of the Issuer (each, an "Issuer Share") was automatically converted into the right to receive (i) an amount in cash equal to $380.00 (the "Cash Amount"), plus (ii) one non-tradeable contingent value right (the "CVR"), representing the right to receive contingent payments of up to $35.00 per Issuer Share, payable upon the achievement of certain specified milestones set out in the Contingent Value Rights Agreement.

2. Pursuant to the Merger Agreement, each award of restricted stock units of the Issuer, excluding any award of restricted stock units with vesting subject to performance-based conditions ("Company RSU Award"), outstanding as of immediately prior to the Effective Time was canceled and converted into the right to receive (i) an amount in cash, without interest, equal to the product of (A) the aggregate number of Issuer Shares underlying such Company RSU Award and (B) the Cash Amount and (ii) one CVR per Issuer Share.

3. This number reflects unvested Company RSU Awards and shares of common stock. The Form 4 filed on December 20, 2022 for Michael Minogue inadvertently omitted unvested Company RSU Awards from the balance of non-derivative securities beneficially owned by the reporting person.

4. Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each option to purchase Issuer Shares that was outstanding and unexercised immediately prior to the Effective Time was canceled and converted into the right to receive: (1) with respect to each stock option with a per share exercise price less than the Cash Amount (an "In-the-Money Option"), (A) an amount in cash, without interest, equal to the product of (I) the aggregate number of Issuer Shares underlying such In-the-Money Option and (II) the excess, if any, of (x) the Cash Amount over (y) the per share exercise price of such In-the-Money Option and (B) one CVR per Issuer Share underlying such In-the-Money Option;

5. ; and (2) with respect to each stock option with a per share exercise price that was greater than or equal to the Cash Amount (an "Out-of-the-Money option"), upon each Valuation Point (as defined in the Merger Agreement) occurring after the Effective Time, an amount in cash, without interest, equal to the product of (A) the aggregate number of Issuer Shares underlying such Out-of-the-Money Option and (B) (I) the excess, if any, of (x) the Per Share Value Paid (as defined in the Merger Agreement) as of such Valuation Point over (y) the per share exercise price of such Out-of-the-Money Option, less (II) the amount of all payments previously received with respect to such Out-of-the-Money Option.

6. Pursuant to the Merger Agreement, each award of restricted stock units with vesting subject to performance-based conditions ("Company PSU Award") outstanding immediately prior to the Effective Time was canceled and converted into the right to receive (i) an amount in cash, without interest, equal to the product of (A) the aggregate number of Issuer Shares underlying such Company PSU Award (assuming (1) the actual level of performance for performance metrics for which the relevant performance period has been completed as of December 22, 2022 (the "Closing Date") and (2) the maximum level of performance under the terms of the applicable award agreement as in effect on the date of the Merger Agreement for performance metrics for which the relevant performance period has not been completed as of the Closing Date (subject, in the case of Company PSU Awards granted to the Chief Executive Officer of the Company, to a maximum level of performance of 200% of the target level of performance)

7. and (B) the Cash Amount, and (ii) one CVR for each Issuer Share underlying such Company PSU Award (assuming (1) the actual level of performance for performance metrics for which the relevant performance period has been completed as of the Closing Date and (2) the maximum level of performance under the terms of the applicable award agreement as in effect on the date of the Merger Agreement for performance metrics for which the relevant performance period has not been completed as the Closing Date (subject, in the case of Company PSU Awards granted to the Chief Executive Officer of the Company, to a maximum level of performance of 200% of the target level of performance)).

	/s/ Michael Dube (by power of attorney)	12/27/2022
	** Signature of Reporting Person	Date
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Abiomed (ABMD) Form 4ABIOMED / MICHAEL R MINOGUE ownership change