0001437749-18-007489.txt : 20180423 0001437749-18-007489.hdr.sgml : 20180423 20180423170832 ACCESSION NUMBER: 0001437749-18-007489 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180420 FILED AS OF DATE: 20180423 DATE AS OF CHANGE: 20180423 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Reynolds Brett CENTRAL INDEX KEY: 0001323150 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-20970 FILM NUMBER: 18769481 MAIL ADDRESS: STREET 1: 2575 UNIVERSITY AVE. W CITY: ST. PAUL STATE: MN ZIP: 55114 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: COGENTIX MEDICAL INC /DE/ CENTRAL INDEX KEY: 0000894237 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 133430173 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 5420 FELTL ROAD CITY: MINNETONKA STATE: MN ZIP: 55343 BUSINESS PHONE: 952-426-6140 MAIL ADDRESS: STREET 1: 5420 FELTL ROAD CITY: MINNETONKA STATE: MN ZIP: 55343 FORMER COMPANY: FORMER CONFORMED NAME: VISION SCIENCES INC /DE/ DATE OF NAME CHANGE: 19960404 4 1 rdgdoc.xml FORM 4 X0306 4 2018-04-20 1 0000894237 COGENTIX MEDICAL INC /DE/ CGNT 0001323150 Reynolds Brett 5420 FELTL ROAD MINNETONKA MN 55343 1 SVP, CFO, Treasurer Common Stock 2018-04-20 4 U 0 81405 3.85 D 100458 D Common Stock 2018-04-23 4 D 0 100458 3.85 D 0 D Stock Option (Right toBuy) 0.8801 2018-04-23 4 D 0 150000 2.9699 D 2016-06-13 2023-06-13 Common Stock 150000 0 D Stock Option (Right to Buy) 1.03 2018-04-23 4 D 0 33000 2.82 D 2016-06-29 2023-06-29 Commn Stock 33000 0 D Stock Option (Right to Buy) 1.65 2018-04-23 4 D 0 226027 2.20 D 2017-05-19 2027-05-19 Common Stock 226027 0 D On April 20, 2018, these shares were purchased in a tender offer for all of the issued and outstanding shares of common stock, par value $0.01 per share, of Cogentix Medical, Inc. (the Company") by Camden Merger Sub, Inc. ("Merger Sub"), a wholly owned subsidiary of LM US Parent, Inc. and Laborie Medical Technologies Canada ULC, pursuant to the Agreement and Plan of Merger dated as of March 11, 2018 (the "Merger Agreement"). Pursuant to the Merger Agreement, upon the effectiveness of the merger of Merger Sub with and into the Company (the "Merger"), these shares of restricted stock were cancelled and converted into the right to receive a cash payment of $3.85 per share, net to the reporting person in cash, without interest and less any applicable withholding taxes (the "Merger Consideration"). Pursuant to the Merger Agreement, upon effectiveness of the Merger, these options were cancelled and converted into the right to receive a cash payment equal to the product of (A) the total number of shares subject to such option and (B) the excess, if any, of the Merger Consideration over the exercise price per share. /s/ Brett Reynolds 2018-04-23