0001209191-19-057947.txt : 20191125 0001209191-19-057947.hdr.sgml : 20191125 20191125163922 ACCESSION NUMBER: 0001209191-19-057947 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: Zurbay Donald CENTRAL INDEX KEY: 0001341608 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38809 FILM NUMBER: 191246636 MAIL ADDRESS: STREET 1: C/O ST. JUDE MEDICAL, INC. STREET 2: ONE ST JUDE MEDICAL DRIVE CITY: ST. PAUL STATE: MN ZIP: 55117 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 0001341608 Zurbay Donald 201 JONES ROAD WALTHAM MA 02451 1 0 0 0 Common Stock 2019-11-21 4 D 0 3500 D 0 D Stock Option (right to buy) 12.73 2019-11-21 4 D 0 8314 D 2029-01-08 Common Stock 8314 0 D Stock Option (right to buy) 2.67 2019-11-21 4 D 0 41941 D 2027-06-26 Common Stock 41941 0 D Stock Option (right to buy) 3.69 2019-11-21 4 D 0 10224 D 2028-07-17 Common Stock 10224 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. 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. Certain of the options may be settled in cash based on the extent, if any, to which the fair market value of the shares underlying the options at the time of exercise exceeds the applicable exercise price of the options. 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