0000899243-19-026399.txt : 20191031
0000899243-19-026399.hdr.sgml : 20191031
20191031161541
ACCESSION NUMBER: 0000899243-19-026399
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170622
FILED AS OF DATE: 20191031
DATE AS OF CHANGE: 20191031
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KONINKLIJKE PHILIPS NV
CENTRAL INDEX KEY: 0000313216
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600]
STATE OF INCORPORATION: P7
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-37406
FILM NUMBER: 191183823
BUSINESS ADDRESS:
STREET 1: BREITNER CENTER
STREET 2: AMSTELPLEIN 2
CITY: AMSTERDAM
STATE: P7
ZIP: 1096 BC
BUSINESS PHONE: 31 20 59 77777
MAIL ADDRESS:
STREET 1: BREITNER CENTER
STREET 2: AMSTELPLEIN 2
CITY: AMSTERDAM
STATE: P7
ZIP: 1096 BC
FORMER NAME:
FORMER CONFORMED NAME: KONINKLIJKE PHILIPS ELECTRONICS NV
DATE OF NAME CHANGE: 19981217
FORMER NAME:
FORMER CONFORMED NAME: PHILIPS ELECTRONICS N V
DATE OF NAME CHANGE: 19930727
FORMER NAME:
FORMER CONFORMED NAME: PHILIPS NV
DATE OF NAME CHANGE: 19910903
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Corindus Vascular Robotics, Inc.
CENTRAL INDEX KEY: 0001528557
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 300687898
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 309 WAVERLEY OAKS ROAD
STREET 2: SUITE 105
CITY: WALTHAM
STATE: MA
ZIP: 02452
BUSINESS PHONE: 508-653-3335
MAIL ADDRESS:
STREET 1: 309 WAVERLEY OAKS ROAD
STREET 2: SUITE 105
CITY: WALTHAM
STATE: MA
ZIP: 02452
FORMER COMPANY:
FORMER CONFORMED NAME: Your Internet Defender, Inc
DATE OF NAME CHANGE: 20110824
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-06-22
1
0001528557
Corindus Vascular Robotics, Inc.
CVRS
0000313216
KONINKLIJKE PHILIPS NV
PHILIPS CENTER, AMSTELPLEIN 2, 1096 BC
AMSTERDAM
P7
NETHERLANDS
1
0
1
0
Common Stock, par value $0.0001 per share
2019-05-03
4
A
0
27649
2.17
A
26449007
I
See footnote
Common Stock, par value $0.0001 per share
2019-10-29
4
D
0
26449007
4.28
D
0
I
See footnote
Non-qualified stock option (right to buy)
1.68
2019-10-29
4
D
0
17857
2.60
D
Common Stock
17857
0
I
See footnote
The common stock represents shares issuable upon vesting of restricted stock units ("RSUs") granted to Nathan Harrington in his capacity as a director of the Issuer as part of his 2019 annual equity award. The RSUs provide for vesting in quarterly installments on August 3, 2019, November 3, 2019, February 3, 2020 and May 3, 2020, subject to Mr. Harrington's continuous service with the Issuer
Includes shares of common stock related to RSUs granted to Mr. Harrington in his capacity as a director of the Issuer as part of his 2017 and 2018 annual equity awards.
These securities were held directly by Mr. Harrington, an employee of the reporting person, as compensation for his service as a director of the Issuer. Pursuant to Mr. Harrington's arrangement with the reporting person as his employer, any compensation received by Mr. Harrington during his service as a director of the Issuer was for the benefit of the reporting person and, as such, Mr. Harrington transferred his securities to the reporting person for no consideration.
Pursuant to the Agreement and Plan of Merger, dated as of August 7, 2019 (the "Merger Agreement"), by and among the Issuer, Siemens Medical Solutions USA, Inc., a Delaware corporation ("SMS USA") and Corpus Merger, Inc., a Delaware corporation and a wholly owned subsidiary of SMS USA, Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of SMS USA.
Pursuant to the Merger Agreement, at the effective time of the Merger, each share of Issuer common stock, par value $0.0001, was cancelled and converted into the right to receive an amount in cash equal to $4.28, without interest and less any applicable withholding taxes.
Pursuant to the Merger Agreement, at the effective time of the Merger, each RSU, whether vested or unvested, was cancelled and converted into the right to receive a cash payment (without interest and less any applicable withholding taxes) equal to the product of (i) $4.28 and (ii) the number of shares of Issuer common stock underlying the award as of the effective time of the Merger.
Pursuant to the Merger Agreement, at the effective time of the Merger, each option to purchase Issuer common stock, whether vested or unvested, was cancelled and converted into the right to receive a cash payment (without interest and less any applicable withholding taxes) equal to the product of (i) the excess, if any, of $4.28 over the per share exercise price of such option, and (ii) the number of shares of Issuer common stock subject to such option as of the effective time of the Merger. Options having an exercise price per share equal to or exceeding $4.28 were cancelled without payment.
Mr. Harrington is an employee of the reporting person and served as a director of the Issuer until the consummation of the transaction contemplated by the Merger Agreement. As a result, during Mr. Harrington's tenure as a director of the Issuer, the reporting person may have been deemed a director by deputization for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended.
/s/ Abhijit Bhattacharya, Chief Financial Officer
2019-10-31
/s/ Marnix van Ginneken, Chief Legal Officer
2019-10-31