0001209191-19-057945.txt : 20191125 0001209191-19-057945.hdr.sgml : 20191125 20191125163631 ACCESSION NUMBER: 0001209191-19-057945 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191121 FILED AS OF DATE: 20191125 DATE AS OF CHANGE: 20191125 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SILVERSTEIN JONATHAN CENTRAL INDEX KEY: 0001171005 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38809 FILM NUMBER: 191246609 MAIL ADDRESS: STREET 1: 601 LEXINGTON AVENUE STREET 2: 54TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AVEDRO INC CENTRAL INDEX KEY: 0001343304 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 201 JONES ROAD CITY: WALTHAM STATE: MA ZIP: 02451 BUSINESS PHONE: 781 768 3400 MAIL ADDRESS: STREET 1: 201 JONES ROAD CITY: WALTHAM STATE: MA ZIP: 02451 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-11-21 1 0001343304 AVEDRO INC AVDR 0001171005 SILVERSTEIN JONATHAN 201 JONES ROAD WALTHAM MA 02451 1 0 1 0 Common Stock 2019-11-21 4 D 0 4240128 D 0 I See Footnote Stock Option (right to buy) 12.73 2019-11-21 4 D 0 8314 D 2029-01-08 Common Stock 8314 0 D Restricted Stock Units 2019-11-21 4 D 0 3005 D Common Stock 3005 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of August 7, 2019, by and among Avedro, Inc. (the "Issuer"), Glaukos Corporation ("Parent") and Atlantic Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on November 21, 2019, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer continuing as the surviving corporation. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer ("Issuer Common Stock") that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive 0.365 of a share of Parent's common stock ("Parent Common Stock"). The closing price of shares of the Parent Common Stock on November 21, 2019 was $63.07 per share. These securities are held of record by OrbiMed Private Investments VI, LP ("OPI VI"). OrbiMed Capital GP VI LLC ("GP VI") is the sole general partner of OPI VI, and OrbiMed Advisors LLC ("Advisors"), a registered adviser under the Investment Advisers Act of 1940, as amended, is the sole managing member of GP VI. By virtue of such relationships, GP VI and Advisors may be deemed to have voting and investment power with respect to the securities held by OPI VI noted above and as a result may be deemed to have beneficial ownership over such securities. The Reporting Person is a member of Advisors. Each of GP VI, Advisors, and the Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), except to the extent of its or his pecuniary interest therein, if any. This report shall not be deemed an admission that any such entity or person is a beneficial owner of such securities for the purpose of Section 16 of the Exchange Act, or for any other purpose. At the Effective Time, each outstanding and unexercised option to purchase Issuer Common Stock (whether vested or unvested) immediately prior to the Effective Time, was assumed by Parent and converted into an option to purchase shares of Parent Common Shares (rounded down to the nearest whole share) using a conversion ratio designed to preserve the intrinsic value of such option of Issuer. Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. At the Effective Time, each outstanding restricted stock unit ("Issuer RSU") (excluding any Issuer RSU that vested prior to or as a result of the consummation of the Merger and which settled in shares of Issuer Common Stock that were converted into the right to receive shares of Parent Common Stock as a result of the Merger) was assumed by Parent and converted into the right to receive shares of Parent Common Stock (rounded down to the nearest whole share) using a conversion ratio designed to preserve the intrinsic value of such Issuer RSU. /s/ Paul S. Bavier, Attorney-in-Fact 2019-11-21