0001642545-24-000114.txt : 20240531
0001642545-24-000114.hdr.sgml : 20240531
20240531162905
ACCESSION NUMBER: 0001642545-24-000114
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240531
FILED AS OF DATE: 20240531
DATE AS OF CHANGE: 20240531
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: LARKIN C RAYMOND JR
CENTRAL INDEX KEY: 0001034464
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-38829
FILM NUMBER: 241010185
MAIL ADDRESS:
STREET 1: C/O MALLINCKRODT INC
STREET 2: 7733 FORSYTH BLVD
CITY: ST LOUIS
STATE: MO
ZIP: 63105
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Shockwave Medical, Inc.
CENTRAL INDEX KEY: 0001642545
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
ORGANIZATION NAME: 08 Industrial Applications and Services
IRS NUMBER: 270494101
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5403 BETSY ROSS DRIVE
CITY: SANTA CLARA
STATE: CA
ZIP: 95054
BUSINESS PHONE: (510) 279-4262
MAIL ADDRESS:
STREET 1: 5403 BETSY ROSS DRIVE
CITY: SANTA CLARA
STATE: CA
ZIP: 95054
FORMER COMPANY:
FORMER CONFORMED NAME: ShockWave Medical, Inc.
DATE OF NAME CHANGE: 20150515
4
1
wk-form4_1717187335.xml
FORM 4
X0508
4
2024-05-31
1
0001642545
Shockwave Medical, Inc.
SWAV
0001034464
LARKIN C RAYMOND JR
C/O SHOCKWAVE MEDICAL, INC.
5403 BETSY ROSS DRIVE
SANTA CLARA
CA
95054
1
0
0
0
0
Common Stock
2024-05-31
4
D
0
5281
D
0
D
Stock Option
6.588
2024-05-31
4
D
0
28688
D
2029-02-01
Common Stock
28688
0
D
This Form 4 reports the disposition of securities pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 4, 2024, by and among the Issuer, Johnson & Johnson ("J&J"), and Sweep Merger Sub, Inc., a wholly owned subsidiary of J&J ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of the effective time of the Merger (the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of J&J. As a result of the Merger, at the Effective Time, each outstanding share of common stock, par value $0.001 per share, of the Issuer ("Common Stock") outstanding immediately prior to the Effective Time (excluding Excluded Shares and any Dissenting Company Shares, each as defined in the Merger Agreement) was automatically converted into the right to receive $335.00 in cash (the "Merger Consideration"),
(Continued from Footnote 1) without interest and less any applicable withholding taxes. Additionally, pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU") outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive a cash amount, without interest and less any applicable withholding taxes, equal to the product of (i) the aggregate number of shares of Common Stock underlying such RSU immediately prior to the Effective Time and (ii) the Merger Consideration.
Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of Common Stock ("Company Option") that was outstanding and unexercised as of immediately prior to the Effective Time, whether vested or unvested, with a per share exercise price that was less than the Merger Consideration, was cancelled and converted into the right to receive a cash amount, without interest and less any applicable withholding taxes, equal to the product of (i) the aggregate number of shares of Common Stock underlying such Company Option immediately prior to the Effective Time, and (ii) the excess of (A) the Merger Consideration over (B) the per share exercise price of such Company Option.
/s/ Wade Estey, as attorney-in-fact for C. Raymond Larkin, Jr.
2024-05-31