Jeffrey Gold Form 4 Corindus Vascular Robotics / JEFFREY GOLD 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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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^*

GOLD JEFFREY

(Last) (First) (Middle)

309 WAVERLEY OAKS RD., SUITE 105

(Street)

WALTHAM MA 02452

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Corindus Vascular Robotics, Inc. [ CVRS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2019

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	10/29/2019		D(1)		115,149(2)	D	$4.28(3)	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
Non-qualified stock option (right to buy)	$0.5499	10/29/2019		D(1)			50,004	(4)	02/10/2021	Common Stock	50,004	$3.73(5)	0	D
Non-qualified stock option (right to buy)	$0.5499	10/29/2019		D(1)			25,002	(4)	02/10/2021	Common Stock	25,002	$3.73(5)	0	D
Non-qualified stock option (right to buy)	$0.5499	10/29/2019		D(1)			57,504	(4)	02/10/2022	Common Stock	57,504	$3.73(5)	0	D
Non-qualified stock option (right to buy)	$0.5499	10/29/2019		D(1)			25,002	(4)	02/10/2022	Common Stock	25,002	$3.73(5)	0	D
Non-qualified stock option (right to buy)	$0.5499	10/29/2019		D(1)			25,002	(4)	02/10/2022	Common Stock	25,002	$3.73(5)	0	D
Non-qualified stock option (right to buy)	$4.25	10/29/2019		D(1)			68,493	(4)	05/27/2025	Common Stock	68,493	$0.03(5)	0	D
Non-qualified stock option (right to buy)	$1.46	10/29/2019		D(1)			35,000	(4)	06/22/2026	Common Stock	35,000	$2.82(5)	0	D
Non-qualified stock option (right to buy)	$1.1	10/29/2019		D(1)			27,272	(6)	09/26/2026	Common Stock	27,272	$3.18(5)	0	D
Non-qualified stock option (right to buy)	$1.68	10/29/2019		D(1)			17,857	(6)	06/21/2027	Common Stock	17,857	$2.6(5)	0	D

Explanation of Responses:

1. On October 29, 2019, Siemens Medical Solutions USA, Inc., a Delaware corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Corpus Merger Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of August 7, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").

2. These shares represent 94,412 shares of the Issuer's common stock and 20,737 restricted stock units ("RSUs").

3. At the effective time of the Merger (the "Effective Time"), which occurred on October 29, 2019, (i) each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $4.28 in cash, without interest and less any applicable withholding taxes, and (ii) each outstanding RSU converted into the right to receive a cash payment equal to the product of (a) $4.28 and (b) the number of shares of the Issuer's common stock underlying the RSU as of the Effective Time, without interest and net of any applicable withholding taxes.

4. This option provided for vesting in two equal installments at the end of each anniversary of the date of grant.

5. At the Effective Time, each outstanding and unexercised option to purchase shares of the Issuer's common stock automatically converted into the right to receive a cash payment equal to the product of (i) the excess, if any, of $4.28 over the per share exercise price of such option, and (ii) the number of shares of the Issuer's common stock subject to such option as of the Effective Time, without interest and net of any applicable withholding taxes.

6. This option provided for vesting over a period of three years with 33.33% vesting on the first anniversary of issuance and 8.334% vesting at the end of each calendar quarter thereafter.

	/s/ Jeffrey G. Gold	10/31/2019
	** Signature of Reporting Person	Date
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