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*
COLLERAN LISA N

(Last) (First) (Middle)
C/O KINETIC CONCEPTS, INC.
8023 VANTAGE DR.

(Street)
SAN ANTONIO TX 78230

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
KINETIC CONCEPTS INC [ KCI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Global President, LifeCell
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2011
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(1) 11/04/2011 D 20,982 D $68.5 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
Employee Stock Option (right to buy)(2) $40.71 11/04/2011 D 60,000 05/19/2012 05/19/2018 Common Stock 60,000 $27.79(2) 0 D
Employee Stock Option (right to buy)(3) $35.05 11/04/2011 D 20,000 08/27/2012 08/27/2018 Common Stock 20,000 $33.45(3) 0 D
Employee Stock Option (right to buy)(4) $24.78 11/04/2011 D 60,000 02/20/2013 02/20/2019 Common Stock 60,000 $43.72(4) 0 D
Employee Stock Options (right to buy)(5) $24.78 11/04/2011 D 20,000 02/20/2012 02/20/2019 Common Stock 20,000 $43.72(5) 0 D
Employee Stock Option (right to buy)(6) $40.6 11/04/2011 D 32,000 02/23/2014 02/23/2020 Common Stock 32,000 $27.9(6) 0 D
Employee Stock Option (right to buy)(7) $46.64 11/04/2011 D 17,500 02/23/2015 02/23/2021 Common Stock 17,500 $21.86(7) 0 D
Restricted Stock Unit(8) (8) 11/04/2011 D 6,375 02/23/2013 02/23/2013 Common Stock 6,375 $68.5(8) 0 D
Restricted Stock Unit(8) (8) 11/04/2011 D 17,500 02/23/2014 02/23/2014 Common Stock 17,500 $68.5(8) 0 D
Explanation of Responses:
1. Pursuant to the Agreement and Plan of Merger (the "Agreement") by and among Kinetic Concepts, Inc., Chiron Holdings, Inc. and Chiron Merger Sub, Inc., dated as of July 12, 2011, on the effective date of the merger contemplated by the Agreement (the "Merger"), each of these shares of common stock was automatically converted into the right to receive $68.50.
2. Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options became fully vested and was cancelled in exchange for a cash payment of $1,667,400 representing the excess of $68.50 per underlying share of common stock over the $40.71 per share exercise price of the option.
3. Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options became fully vested and was cancelled in exchange for a cash payment of $669,000, representing the excess of $68.50 per underlying share of common stock over the $35.05 per share exercise price of the option.
4. Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options became fully vested and was cancelled in exchange for a cash payment of $2,623,200 representing the excess of $68.50 per underlying share of common stock over the $24.78 per share exercise price of the option.
5. Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options became fully vested and was cancelled in exchange for a cash payment of $874,400, representing the excess of $68.50 per underlying share of common stock over the $24.78 per share exercise price of the option.
6. Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options became fully vested and was cancelled in exchange for a cash payment of $892,800, representing the excess of $68.50 per underlying share of common stock over the $40.60 per share exercise price of the option.
7. Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options became fully vested and was cancelled in exchange for a cash payment of $382,550, representing the excess of $68.50 per underlying share of common stock over the $46.64 per share exercise price of the option.
8. Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these Restricted Stock Unit awards became fully vested as if the applicable target performance goal had been met and was cancelled in exchange for a cash payment of $68.50 per underlying share of common stock.
/s/ John T. Bibb, Attorney-in-Fact 11/08/2011
** 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).
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