Statement of Changes in Beneficial Ownership (4)
26 November 2019 - 8:27AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
GRIFFIN THOMAS E |
2. Issuer Name and Ticker or Trading Symbol
AVEDRO INC
[
AVDR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
201 JONES ROAD |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/21/2019 |
(Street)
WALTHAM, MA 02451
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/21/2019 | | D | | 12507 | D | (1) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Employee Stock Option (right to buy) | $12.73 | 11/21/2019 | | D | | | 52808 | (2) | 1/8/2029 | Common Stock | 52808 | (2) | 0 | D | |
Employee Stock Option (right to buy) | $2.67 | 11/21/2019 | | D | | | 109832 | (2) | 6/26/2027 | Common Stock | 109832 | (2) | 0 | D | |
Employee Stock Option (right to buy) | $2.14 | 11/21/2019 | | D | | | 6093 | (2) | 1/30/2028 | Common Stock | 6093 | (2) | 0 | D | |
Employee Stock Option (right to buy) | $3.69 | 11/21/2019 | | D | | | 22921 | (2) | 7/17/2028 | Common Stock | 22921 | (2) | 0 | D | |
Restricted Stock Units | (3) | 11/21/2019 | | D | | | 15093 | (4) | (4) | Common Stock | 15093 | (4) | 0 | D | |
Explanation of Responses: |
(1) | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated as of August 7, 2019, by and among Avedro, Inc. (the "Issuer"), Glaukos Corporation ("Parent") and Atlantic Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent ("Merger Sub"), on November 21, 2019, Merger Sub merged with and into the Issuer (the "Merger") with the Issuer continuing as the surviving corporation. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of common stock of the Issuer ("Issuer Common Stock") that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive 0.365 of a share of Parent's common stock ("Parent Common Stock"). The closing price of shares of Parent Common Stock on November 21, 2019 was $63.07 per share. |
(2) | At the Effective Time, each outstanding and unexercised option to purchase Issuer Common Stock (whether vested or unvested) immediately prior to the Effective Time, was assumed by Parent and converted into an option to purchase shares of Parent Common Shares (rounded down to the nearest whole share) using a conversion ratio designed to preserve the intrinsic value of such option of Issuer. Certain of the options may be settled in cash based on the extent, if any, to which the fair market value of the shares underlying the options at the time of exercise exceeds the applicable exercise price of the options. |
(3) | Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock. |
(4) | At the Effective Time, each outstanding restricted stock unit ("Issuer RSU") (excluding any Issuer RSU that vested prior to or as a result of the consummation of the Merger and which settled in shares of Issuer Common Stock that were converted into the right to receive shares of Parent Common Stock as a result of the Merger) was assumed by Parent and converted into the right to receive shares of Parent Common Stock (rounded down to the nearest whole share) using a conversion ratio designed to preserve the intrinsic value of such Issuer RSU. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
GRIFFIN THOMAS E 201 JONES ROAD WALTHAM, MA 02451 |
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| Chief Financial Officer |
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Signatures
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/s/ Paul S. Bavier, Attorney-in-Fact | | 11/21/2019 |
**Signature of Reporting Person | Date |
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