0000899243-17-008505.txt : 20170324
0000899243-17-008505.hdr.sgml : 20170324
20170324163151
ACCESSION NUMBER: 0000899243-17-008505
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170322
FILED AS OF DATE: 20170324
DATE AS OF CHANGE: 20170324
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: CYNOSURE INC
CENTRAL INDEX KEY: 0000885306
STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
IRS NUMBER: 043125110
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 5 CARLISLE ROAD
CITY: WESTFORD
STATE: MA
ZIP: 01886
BUSINESS PHONE: (978) 256-4200
MAIL ADDRESS:
STREET 1: 5 CARLISLE ROAD
CITY: WESTFORD
STATE: MA
ZIP: 01886
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Davin Michael R
CENTRAL INDEX KEY: 0001345975
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51623
FILM NUMBER: 17713117
MAIL ADDRESS:
STREET 1: C/O CYNOSURE, INC.
STREET 2: 5 CARLISLE ROAD
CITY: WESTFORD
STATE: MA
ZIP: 01886
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-03-22
1
0000885306
CYNOSURE INC
CYNO
0001345975
Davin Michael R
C/O CYNOSURE, INC.
5 CARLISLE ROAD
WESTFORD
MA
01886
1
1
0
0
Chairman, President and CEO
Class A Common Stock
2017-03-22
4
U
0
38625
66.00
D
0
D
Class A Common Stock
2017-03-22
4
A
0
58176
A
58176
D
Class A Common Stock
2017-03-22
4
D
0
58176
D
0
D
Class A Common Stock
2017-03-22
4
A
0
62893
A
62893
D
Class A Common Stock
2017-03-22
4
D
0
62893
D
0
D
Class A Common Stock
2017-03-22
4
A
0
73754
A
73754
D
Class A Common Stock
2017-03-22
4
D
0
73754
D
0
D
Stock Option (right to purchase)
29.40
2017-03-22
4
D
0
12062
D
2024-02-13
Class A Common Stock
12062
0
D
Stock Option (right to purchase)
30.51
2017-03-22
4
D
0
21108
D
2025-02-11
Class A Common Stock
21108
0
D
Restricted Stock Units
2017-03-22
4
D
0
11088
D
2025-02-11
Class A Common Stock
11088
0
D
Restricted Stock Units
2017-03-22
4
D
0
16875
D
2026-02-10
Class A Common Stock
16875
0
D
Restricted Stock Units
2017-03-22
4
D
0
30172
D
2027-02-08
Class A Common Stock
30172
0
D
Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of February 14, 2017, by and among Hologic, Inc., Minuteman Merger Sub, Inc. and Cynosure, Inc. (the "Merger Agreement"), these shares were tendered and disposed of at the Acceptance Time (all terms capitalized but not defined shall have the meaning given to them in the Merger Agreement) in exchange for the right to receive $66.00 per share, net to the seller in cash, without interest, less any required withholding taxes (the "Merger Consideration").
Represents unvested performance-based share units that became vested and were converted in the Merger into the right to receive the Merger Consideration. Pursuant to the terms of the Merger Agreement, each outstanding and unvested performance-based share unit as of immediately prior to the Effective Time vested with respect to the maximum number of shares that could be earned thereunder and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share.
This stock option was fully vested and exercisable prior to the Effective Time. Pursuant to the terms of the Merger Agreement, each outstanding and unexercised stock option as of immediately prior to the Effective Time, whether vested or unvested, was automatically canceled and converted into the right to receive, for each underlying share, the difference between the Merger Consideration and the exercise price per share of the option.
Includes 16,887 shares that were unvested prior to the Effective Time and 4,221 shares that were vested and exercisable prior to the Effective Time. Pursuant to the terms of the Merger Agreement, each outstanding and unexercised stock option as of immediately prior to the Effective Time, whether vested or unvested, was automatically canceled and converted into the right to receive, for each underlying share, the difference between the Merger Consideration and the exercise price per share of the option.
Each restricted stock unit represents a contingent right to receive one share of Cynosure, Inc.'s common stock.
Pursuant to the terms of the Merger Agreement, each outstanding and unvested restricted stock unit as of immediately prior to the Effective Time vested in full and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share.
/s/ Christopher J. Geberth, Attorney-in-Fact
2017-03-24