Cynosure (CYNO) Form 4 CYNOSURE / Michael R Davin 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Davin Michael R

(Last) (First) (Middle)

C/O CYNOSURE, INC.

5 CARLISLE ROAD

(Street)

WESTFORD MA 01886

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CYNOSURE INC [ CYNO ]

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 and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/22/2017

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
Class A Common Stock	03/22/2017		U		38,625(1)	D	$66	0	D
Class A Common Stock	03/22/2017		A		58,176	A	(2)	58,176	D
Class A Common Stock	03/22/2017		D		58,176	D	(2)	0	D
Class A Common Stock	03/22/2017		A		62,893	A	(2)	62,893	D
Class A Common Stock	03/22/2017		D		62,893	D	(2)	0	D
Class A Common Stock	03/22/2017		A		73,754	A	(2)	73,754	D
Class A Common Stock	03/22/2017		D		73,754	D	(2)	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
Stock Option (right to purchase)	$29.4	03/22/2017		D			12,062	(3)	02/13/2024	Class A Common Stock	12,062	(3)	0	D
Stock Option (right to purchase)	$30.51	03/22/2017		D			21,108	(4)	02/11/2025	Class A Common Stock	21,108	(4)	0	D
Restricted Stock Units	(5)	03/22/2017		D			11,088	(6)	02/11/2025	Class A Common Stock	11,088	(6)	0	D
Restricted Stock Units	(5)	03/22/2017		D			16,875	(6)	02/10/2026	Class A Common Stock	16,875	(6)	0	D
Restricted Stock Units	(5)	03/22/2017		D			30,172	(6)	02/08/2027	Class A Common Stock	30,172	(6)	0	D

Explanation of Responses:

1. Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of February 14, 2017, by and among Hologic, Inc., Minuteman Merger Sub, Inc. and Cynosure, Inc. (the "Merger Agreement"), these shares were tendered and disposed of at the Acceptance Time (all terms capitalized but not defined shall have the meaning given to them in the Merger Agreement) in exchange for the right to receive $66.00 per share, net to the seller in cash, without interest, less any required withholding taxes (the "Merger Consideration").

2. Represents unvested performance-based share units that became vested and were converted in the Merger into the right to receive the Merger Consideration. Pursuant to the terms of the Merger Agreement, each outstanding and unvested performance-based share unit as of immediately prior to the Effective Time vested with respect to the maximum number of shares that could be earned thereunder and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share.

3. This stock option was fully vested and exercisable prior to the Effective Time. Pursuant to the terms of the Merger Agreement, each outstanding and unexercised stock option as of immediately prior to the Effective Time, whether vested or unvested, was automatically canceled and converted into the right to receive, for each underlying share, the difference between the Merger Consideration and the exercise price per share of the option.

4. Includes 16,887 shares that were unvested prior to the Effective Time and 4,221 shares that were vested and exercisable prior to the Effective Time. Pursuant to the terms of the Merger Agreement, each outstanding and unexercised stock option as of immediately prior to the Effective Time, whether vested or unvested, was automatically canceled and converted into the right to receive, for each underlying share, the difference between the Merger Consideration and the exercise price per share of the option.

5. Each restricted stock unit represents a contingent right to receive one share of Cynosure, Inc.'s common stock.

6. Pursuant to the terms of the Merger Agreement, each outstanding and unvested restricted stock unit as of immediately prior to the Effective Time vested in full and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share.

Remarks:

	/s/ Christopher J. Geberth, Attorney-in-Fact	03/24/2017
	** 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.