0001642545-24-000122.txt : 20240531 0001642545-24-000122.hdr.sgml : 20240531 20240531164211 ACCESSION NUMBER: 0001642545-24-000122 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: FRANCIS LAURA CENTRAL INDEX KEY: 0001218802 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38829 FILM NUMBER: 241010426 MAIL ADDRESS: STREET 1: C/O SI-BONE, INC. STREET 2: 471 EL CAMINO REAL, SUITE 101 CITY: SANTA CLARA STATE: CA ZIP: 95050 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_1717188121.xml FORM 4 X0508 4 2024-05-31 1 0001642545 Shockwave Medical, Inc. SWAV 0001218802 FRANCIS LAURA 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 1233 D 0 D Common Stock 2024-05-31 4 D 0 3551 D 0 I David and Laura Francis Joint Rev Trust Stock Option 6.588 2024-05-31 4 D 0 13690 D 2029-02-01 Common Stock 13690 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. These shares are held in a trust for the benefit of the reporting person's children. The reporting person and the reporting person's spouse are trustees of the trust. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or for any other purpose. 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 Laura Francis 2024-05-31