Fred P Lampropoulos Form 4 MERIT MEDICAL SYSTEMS / FRED P LAMPROPOULOS 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^*

LAMPROPOULOS FRED P

(Last) (First) (Middle)

1600 WEST MERIT PARKWAY

(Street)

SOUTH JORDAN UT 84095

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MERIT MEDICAL SYSTEMS INC [ MMSI ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/06/2020

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
Common Stock, No Par Value	03/06/2020		M(1)		50,000	A	$12.06	979,991	D
Common Stock, No Par Value	03/06/2020		M(1)		50,000	A	$17.27	1,029,991	D
Common Stock, No Par Value	03/06/2020		F(1)		62,075	D	$37.58	$967,916	D
Common Stock, No Par Value								95,384	I	By 401(k) Plan(2)
Common Stock, No Par Value								1,269	I	By spouse
Common Stock, No Par Value								90	I	By spouse as custodian for child

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
Non-qualified stock options (right to buy)	$12.06	03/06/2020		M			50,000	10/04/2015(3)	10/04/2021	Common Stock	50,000	$0	0	D
Non-qualified stock options (right to buy)	$17.27	03/06/2020		M			50,000	02/13/2016(4)	02/13/2022	Common Stock	50,000	$0	0	D
Non-qualified stock options (right to buy)	$17.27							02/13/2016(4)	02/13/2022	Common Stock	5,000		5,000	I	Please refer to footnote number four.(5)
Non-qualified stock options (right to buy)	$16.05							01/28/2017(6)	01/28/2023	Common Stock	50,000		50,000	D
Non-qualified stock options (right to buy)	$16.05							01/28/2017(6)	01/28/2023	Common Stock	7,500		7,500	I	Please refer to footnote number four.(5)
Non-qualified stock options (right to buy)	$28.2							04/14/2018(7)	04/14/2024	Common Stock	200,000		200,000	D
Non-qualified stock options (right to buy)	$28.2							04/14/2018(7)	04/14/2024	Common Stock	10,000		10,000	I	Please refer to footnote number four.(5)
Non-qualified stock options (right to buy)	$44.8							03/02/2019(8)	03/02/2025	Common Stock	38,002		38,002	D
Non-qualified stock options (right to buy)	$44.8							03/02/2019(8)	03/02/2025	Common Stock	10,000		10,000	I	Please refer to footnote number four.(5)
Non-qualified stock options (right to buy)	$55.73							03/01/2020(9)	03/01/2026	Common Stock	159,151		159,151	D
Non-qualified stock options (right to buy)	$55.73							03/01/2020(9)	03/01/2026	Common Stock	10,000		10,000	I	Please refer to footnote number four.(5)
Non-qualified stock options (right to buy)	$37.71							02/26/2021(10)	02/26/2027	Common Stock	100,334		100,334	D
Performance Stock Units	(11)							03/15/2021(12)	03/15/2023(12)	Common Stock	21,215(13)		21,215	D

Explanation of Responses:

1. Stock options were exercised in a swap transaction with the Company. 62,075 shares of common stock were surrendered for payroll taxes and payment of the option price. No shares were sold in the open market.

2. Represents plan holdings as of 3/09/2020.

3. Becomes exercisable in equal annual installments of 20% commencing 10/4/2015.

4. Becomes exercisable in equal annual installments of 20% commencing 2/13/2016.

5. Represents derivative securities held by the spouse of the reporting person. The reporting person expressly disclaims beneficial ownership of the securities owned by his spouse.

6. Becomes exercisable in equal annual installments of 20% commencing 1/28/2017.

7. Becomes exercisable in equal annual installments of 20% commencing 4/14/2018.

8. Becomes exercisable in equal annual installments of 20% commencing 3/2/2019.

9. Becomes exercisable in equal annual installments of 20% commencing 3/1/2020

10. Becomes exercisable in equal annual installments of 25% commencing 2/26/2021.

11. Each performance share unit represents the Company's commitment to issue one share of Merit Medical Systems, Inc. common stock, subject to achievement of performance criteria.

12. If earned by the Reporting Person, the PSUs will be awarded not later than March 15 of the year following the Issuer's achievement of the target level of free cash flow, subject to conditions set forth in the Performance Stock Unit Award Agreement.

13. On February 26, 2020, the reporting person was awarded a target number of performance share units ("PSUs") pursuant to a Performance Stock Unit Award Agreement by and between the Reporting Person and the Issuer. The actual number of PSUs to be awarded to the Reporting Person will be based upon the Issuer's free cash flow measured against its 2020 financial plan over one, two and three-year periods ending December 31, 2020, 2021 and 2022, respectively, and subject to the Reporting Person's continued employment with the Issuer and the conditions set forth in the Stock Unit Award Agreement.

	/s/ Brian G. Lloyd, Attorney-in-Fact	03/10/2020
	** Signature of Reporting Person	Date
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