0001354217-15-000041.txt : 20150219 0001354217-15-000041.hdr.sgml : 20150219 20150219174104 ACCESSION NUMBER: 0001354217-15-000041 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150217 FILED AS OF DATE: 20150219 DATE AS OF CHANGE: 20150219 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Volcano Corp CENTRAL INDEX KEY: 0001354217 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 330928885 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3721 VALLEY CENTRE DRIVE STREET 2: SUITE 500 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 800-228-4728 MAIL ADDRESS: STREET 1: 3721 VALLEY CENTRE DRIVE STREET 2: SUITE 500 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: Volcano CORP DATE OF NAME CHANGE: 20060223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ACE HEATHER S CENTRAL INDEX KEY: 0001610762 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-52045 FILM NUMBER: 15632853 MAIL ADDRESS: STREET 1: 3721 VALLEY CENTRE DR SUITE 500 CITY: SAN DIEGO STATE: CA ZIP: 92130 4 1 wf-form4_142438565370268.xml FORM 4 X0306 4 2015-02-17 1 0001354217 Volcano Corp VOLC 0001610762 ACE HEATHER S 3721 VALLEY CENTRE DR., SUITE 500 SAN DIEGO CA 92130 0 1 0 0 EVP, Human Resources Common Stock 2015-02-17 4 D 0 12658 18 D 0 D Performance Shares 0.0 2015-02-17 4 D 0 1536 18 D Common Stock 1536.0 0 D Performance Shares 0.0 2015-02-17 4 D 0 7483 18 D Common Stock 7483.0 0 D Restricted Stock Units 0.0 2015-02-17 4 D 0 11678 18 D Common Stock 11678.0 0 D Restricted Stock Units 0.0 2015-02-17 4 D 0 7515 18 D Common Stock 7515.0 0 D Restricted Stock Units 0.0 2015-02-17 4 D 0 7483 18 D Common Stock 7483.0 0 D This total includes 750 shares purchased under the 2007 Employee Stock Purchase Plan (ESPP) on February 12, 2015. Per the terms of the Agreement and Plan of Merger, dated as of December 16, 2014, among the Company, Philips Holding USA Inc., a Delaware corporation, and Clearwater Merger Sub, Inc., a Delaware corporation (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Volcano common stock was validly tendered for $18.00 per share in cash, without interest and less any required withholding taxes. Per the terms of the Merger Agreement, each outstanding performance restricted stock unit ("PRSU") that was outstanding as of immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement) was cancelled in its entirety and converted into the right to receive cash in an amount equal to $18.00 per share in cash, without interest and less any required withholding taxes, with respect to the target number of shares subject to the PRSU. Per the terms of the Merger Agreement, each restricted stock unit award that was outstanding as of immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash in amount equal to $18.00 per share in cash, without interest and less any required withholding taxes. By: /s/ Jeremy Hayden, Attorney-in-fact 2015-02-19