0000899243-21-006172.txt : 20210211
0000899243-21-006172.hdr.sgml : 20210211
20210211214654
ACCESSION NUMBER: 0000899243-21-006172
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20210209
FILED AS OF DATE: 20210211
DATE AS OF CHANGE: 20210211
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Broadway Fred
CENTRAL INDEX KEY: 0001557180
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-55039
FILM NUMBER: 21622331
MAIL ADDRESS:
STREET 1: BIOTELEMETRY, INC.
STREET 2: 1000 CEDAR HOLLOW ROAD, #102
CITY: MALVERN
STATE: PA
ZIP: 19355
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BIOTELEMETRY, INC.
CENTRAL INDEX KEY: 0001574774
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093]
IRS NUMBER: 462568498
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1000 CEDAR HOLLOW ROAD
CITY: MALVERN
STATE: PA
ZIP: 19355
BUSINESS PHONE: 610-729-7000
MAIL ADDRESS:
STREET 1: 1000 CEDAR HOLLOW ROAD
CITY: MALVERN
STATE: PA
ZIP: 19355
FORMER COMPANY:
FORMER CONFORMED NAME: BioTelemetry, Inc.
DATE OF NAME CHANGE: 20130418
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-02-09
1
0001574774
BIOTELEMETRY, INC.
BEAT
0001557180
Broadway Fred
1000 CEDAR HOLLOW ROAD
MALVERN
PA
19355
0
1
0
0
President BioTel Heart
Common Stock
2021-02-09
4
D
0
29375
72.00
D
0
D
Stock Options (Right to Buy)
8.68
2021-02-09
4
D
0
12058
63.32
D
2024-02-14
Common Stock
12058
0
D
Stock Options (Right to Buy)
10.36
2021-02-09
4
D
0
15558
61.64
D
2025-02-16
Common Stock
15558
0
D
Stock Options (Right to Buy)
9.57
2021-02-09
4
D
0
15158
62.43
D
2026-02-15
Common Stock
15158
0
D
Stock Options (Right to Buy)
24.65
2021-02-09
4
D
0
6003
47.35
D
2027-02-14
Common Stock
6003
0
D
Stock Options (Right to Buy)
33.35
2021-02-09
4
D
0
8653
38.65
D
2028-02-14
Common Stock
8653
0
D
Stock Options (Right to Buy)
53.22
2021-02-09
4
D
0
9369
18.78
D
2030-02-17
Common Stock
9369
0
D
Performance Stock Units
0.00
2021-02-09
4
D
0
3635
72.00
D
2021-02-14
Common Stock
3635
0
D
Performance Stock Units
0.00
2021-02-09
4
D
0
1987
72.00
D
2022-02-14
Common Stock
1987
0
D
Performance Stock Units
0.00
2021-02-09
4
D
0
3935
72.00
D
Common Stock
3935
0
D
Per the terms of the Agreement and Plan of Merger, dated as of December 18, 2020, among the Company, Philips Holding USA Inc., a Delaware corporation, and Davies Merger Sub, Inc., a Delaware corporation (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Company common stock was validly tendered for $72.00 per share in cash (the "Offer Price"), less any applicable withholding taxes.
Includes 9,557 restricted stock units that, pursuant to the Merger Agreement, were cancelled at the Effective Time of the Merger (both as defined in the Merger Agreement) and converted into the right to receive the Offer Price, less any applicable withholding taxes.
Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of the Effective Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive cash in an amount equal to the product of (i) the total number of shares of Company common stock subject to such stock option immediately prior to the Effective Time, and (ii) the excess, if any, of the Offer Price over the exercise price per share of such stock option, less applicable withholding taxes.
Per the terms of the Merger Agreement, each performance stock unit ("PSU") that was outstanding as of the Effective Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive cash equal to the product of (i) the total number of shares of Company common stock subject to such PSU that would have vested if the applicable performance period ended immediately prior to the Effective Time (assuming that any applicable performance conditions were deemed to be achieved at the target performance level), multiplied by (ii) the Offer Price, less applicable withholding taxes.
/s/ Cody Wm. Cowper, Attorney-in-Fact
2021-02-11