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)
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2. Issuer Name and Ticker or Trading Symbol
KINETIC CONCEPTS INC [ KCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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(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) | |||||||||||||||
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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 | ||||||||
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). | ||
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. |