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 SYNERGETICS USA INC [ SURG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/15/2015 | ||||||||||||||||||||||||||
| 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 | 10/15/2015 | U | 336,710 | D | (1) | 0 | 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) | $3.77(2) | 10/15/2015 | D | 10,000 | (3) | 11/30/2016 | Common Stock | 10,000 | (3) | 0 | D | ||||
| Stock option (right to buy) | $2.95 | 10/15/2015 | D | 10,000 | (3) | 12/07/2017 | Common Stock | 10,000 | (3) | 0 | D | ||||
| Stock option (right to buy) | $0.9 | 10/15/2015 | D | 10,000 | (3) | 12/12/2018 | Common Stock | 10,000 | (3) | 0 | D | ||||
| Stock option (right to buy) | $1.37 | 10/15/2015 | D | 10,000 | (3) | 12/17/2019 | Common Stock | 10,000 | (3) | 0 | D | ||||
| Stock option (right to buy) | $4.43 | 10/15/2015 | D | 10,000 | (3) | 12/16/2020 | Common Stock | 10,000 | (3) | 0 | D | ||||
| Stock option (right to buy) | $6.21 | 10/15/2015 | D | 10,000 | (3) | 12/14/2021 | Common Stock | 10,000 | (3) | 0 | D | ||||
| Stock option (right to buy) | $4.52 | 10/15/2015 | D | 10,000 | (3) | 12/14/2022 | Common Stock | 10,000 | (3) | 0 | D | ||||
| Stock option (right to buy) | $3.46 | 10/15/2015 | D | 10,000 | (3) | 12/13/2023 | Common Stock | 10,000 | (3) | 0 | D | ||||
| Stock option (right to buy) | $3.7 | 10/15/2015 | D | 10,000 | (3) | 12/12/2024 | Common Stock | 10,000 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Shares tendered for an offer price of $6.50 per share in cash (the "Cash Consideration") plus one non-transferable contractual contingent value right per share (each, a "CVR"), which represents the right to receive up to two contingent payments, if any, of up to $1.00 in the aggregate, net to the holder in cash, upon the achievement of certain specified milestones within an agreed upon time period (less any applicable withholding taxes and without interest), pursuant to the tender offer consummated on September 16, 2015 according to the terms of the Agreement and Plan of Merger (the "Merger" Agreement"), dated as of September 1, 2015, by and among Valeant Pharmaceuticals International, Blue Subsidiary Corp. and Synergetics USA, Inc. |
| 2. The Form 4 reporting the award of the stock option on November 30, 2006 reported an exercise price of $3.89 in error. |
| 3. Pursuant to the terms of the Merger Agreement, on October 15, 2015, each option outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) was canceled in exchange for (i) a cash payment equal to the product of (A) the number of shares underlying the option and (B) the difference between the Cash Consideration and the exercise price of the option; and (ii) one CVR for each share underlying the option, in each case without interest and subject to any applicable tax withholding. |
| Remarks: |
| /s/ Juanita H. Hinshaw | 10/15/2015 | |
| ** 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. | ||