0001179110-11-014957.txt : 20111108 0001179110-11-014957.hdr.sgml : 20111108 20111108204507 ACCESSION NUMBER: 0001179110-11-014957 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111104 FILED AS OF DATE: 20111108 DATE AS OF CHANGE: 20111108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LANDON MARTIN J CENTRAL INDEX KEY: 0001279060 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09913 FILM NUMBER: 111189283 MAIL ADDRESS: STREET 1: 8023 VANTAGE DR CITY: SAN ANTONIO STATE: TX ZIP: 78230 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KINETIC CONCEPTS INC CENTRAL INDEX KEY: 0000831967 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS FURNITURE & FIXTURES [2590] IRS NUMBER: 741891727 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8023 VANTAGE DR CITY: SAN ANTONIO STATE: TX ZIP: 78230 BUSINESS PHONE: 210.524.9000 MAIL ADDRESS: STREET 1: P0 B0X 659508 CITY: SAN ANTONIO STATE: TX ZIP: 78265-9508 FORMER COMPANY: FORMER CONFORMED NAME: KINETIC CONCEPTS INC /TX/ DATE OF NAME CHANGE: 19920703 4 1 edgar.xml FORM 4 - X0304 4 2011-11-04 1 0000831967 KINETIC CONCEPTS INC KCI 0001279060 LANDON MARTIN J KINETIC CONCEPTS, INC. 8023 VANTAGE DRIVE SAN ANTONIO TX 78230 0 1 0 0 Exec Vice President and CFO Common Stock 2011-11-04 4 D 0 96253 68.50 D 0 D Common Stock 2011-11-04 4 D 0 600 68.50 D 0 I By self as UGMA custodian for children Employee Stock Option (right to buy) 44.41 2011-11-04 4 D 0 15000 24.09 D 2008-04-01 2014-04-01 Common Stock 15000 0 D Employee Stock Option (right to buy) 59.58 2011-11-04 4 D 0 15000 8.92 D 2009-04-01 2015-04-01 Common Stock 15000 0 D Employee Stock Option (right to buy) 41.17 2011-11-04 4 D 0 24380 27.33 D 2010-04-01 2016-04-01 Common Stock 24380 0 D Employee Stock Option (right to buy) 51.42 2011-11-04 4 D 0 23110 17.08 D 2011-04-02 2017-04-02 Common Stock 23110 0 D Employee Stock Option (right to buy) 51.75 2011-11-04 4 D 0 32500 16.75 D 2012-02-19 2018-02-19 Common Stock 32500 0 D Employee Stock Option (right to buy) 24.78 2011-11-04 4 D 0 63000 43.72 D 2013-02-20 2019-02-20 Common Stock 63000 0 D Employee Stock Option (right to buy) 24.78 2011-11-04 4 D 0 21000 43.72 D 2012-02-20 2019-02-20 Common Stock 21000 0 D Employee Stock Option (right to buy) 40.60 2011-11-04 4 D 0 38000 27.90 D 2014-02-23 2020-02-23 Common Stock 38000 0 D Employee Stock Option (right to buy) 46.64 2011-11-04 4 D 0 21775 21.86 D 2015-02-23 2021-02-23 Common Stock 21775 0 D Restricted Stock Unit 2011-11-04 4 D 0 7500 68.50 D 2013-02-23 2013-02-23 Common Stock 7500 0 D Restricted Stock Unit 2011-11-04 4 D 0 21775 68.50 D 2014-02-23 2014-02-23 Common Stock 21775 0 D Pursuant to the Agreement and Plan of Merger (the "Agreement") by and among Kinetic Concepts, Inc., Chiron Holdings, Inc. and Chiron Merger Sub, Inc., dated as of July 12, 2011, on the effective date of the merger contemplated by the Agreement (the "Merger"), each of these shares of common stock was automatically converted into the right to receive $68.50. Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options was cancelled in exchange for a cash payment of $361,350, representing the excess of $68.50 per underlying share of common stock over the $44.41 per share exercise price of the option. Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options was cancelled in exchange for a cash payment of $133,800 representing the excess of $68.50 per underlying share of common stock over the $59.58 per share exercise price of the option. Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options was cancelled in exchange for a cash payment of $666,305.40, representing the excess of $68.50 per underlying share of common stock over the $41.17 per share exercise price of the option. Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options was cancelled in exchange for a cash payment of $394,718.80, representing the excess of $68.50 per underlying share of common stock over the $51.42 per share exercise price of the option. Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options became fully vested and was cancelled in exchange for a cash payment of $544,375, representing the excess of $68.50 per underlying share of common stock over the $51.75 per share exercise price of the option. Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options became fully vested and was cancelled in exchange for a cash payment of $2,754,360, representing the excess of $68.50 per underlying share of common stock over the $24.78 per share exercise price of the option. Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options became fully vested and was cancelled in exchange for a cash payment of $918,120, representing the excess of $68.50 per underlying share of common stock over the $24.78 per share exercise price of the option. Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options became fully vested and was cancelled in exchange for a cash payment of $1,060,200 representing the excess of $68.50 per underlying share of common stock over the $40.60 per share exercise price of the option. Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options became fully vested and was cancelled in exchange for a cash payment of $476,001.50, representing the excess of $68.50 per underlying share of common stock over the $46.64 per share exercise price of the option. Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these Restricted Stock Unit awards became fully vested as if the applicable target performance goal had been met and was cancelled in exchange for a cash payment of $68.50 per underlying share of common stock. /s/ John T. Bibb, Attorney-in-Fact 2011-11-08