0001179110-11-014962.txt : 20111108 0001179110-11-014962.hdr.sgml : 20111108 20111108204646 ACCESSION NUMBER: 0001179110-11-014962 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: COLLERAN LISA N CENTRAL INDEX KEY: 0001212312 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09913 FILM NUMBER: 111189289 MAIL ADDRESS: STREET 1: 0NE MILLENIUM WAY CITY: BRANCHBURG STATE: NJ ZIP: 08876 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 0001212312 COLLERAN LISA N C/O KINETIC CONCEPTS, INC. 8023 VANTAGE DR. SAN ANTONIO TX 78230 0 1 0 0 Global President, LifeCell Common Stock 2011-11-04 4 D 0 20982 68.50 D 0 D Employee Stock Option (right to buy) 40.71 2011-11-04 4 D 0 60000 27.79 D 2012-05-19 2018-05-19 Common Stock 60000 0 D Employee Stock Option (right to buy) 35.05 2011-11-04 4 D 0 20000 33.45 D 2012-08-27 2018-08-27 Common Stock 20000 0 D Employee Stock Option (right to buy) 24.78 2011-11-04 4 D 0 60000 43.72 D 2013-02-20 2019-02-20 Common Stock 60000 0 D Employee Stock Options (right to buy) 24.78 2011-11-04 4 D 0 20000 43.72 D 2012-02-20 2019-02-20 Common Stock 20000 0 D Employee Stock Option (right to buy) 40.60 2011-11-04 4 D 0 32000 27.90 D 2014-02-23 2020-02-23 Common Stock 32000 0 D Employee Stock Option (right to buy) 46.64 2011-11-04 4 D 0 17500 21.86 D 2015-02-23 2021-02-23 Common Stock 17500 0 D Restricted Stock Unit 2011-11-04 4 D 0 6375 68.50 D 2013-02-23 2013-02-23 Common Stock 6375 0 D Restricted Stock Unit 2011-11-04 4 D 0 17500 68.50 D 2014-02-23 2014-02-23 Common Stock 17500 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 became fully vested and was cancelled in exchange for a cash payment of $1,667,400 representing the excess of $68.50 per underlying share of common stock over the $40.71 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 $669,000, representing the excess of $68.50 per underlying share of common stock over the $35.05 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 $2,623,200 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 $874,400, 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 $892,800, 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 $382,550, 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