Statement of Changes in Beneficial Ownership (4)
18 March 2020 - 4:10AM
Edgar (US Regulatory)
FORM 4
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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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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
*
Wright Joseph |
2. Issuer Name and Ticker or Trading Symbol
MERIT MEDICAL SYSTEMS INC
[
MMSI
]
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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) PRESIDENT, INTERNATIONAL |
(Last)
(First)
(Middle)
1600 WEST MERIT PARKWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/13/2020 |
(Street)
SOUTH JORDAN, UT 84095
(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, No Par Value | 3/13/2020 | | M | | 10000 | A | $13.14 | 10000 | 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 |
Non-qualified stock options (right to buy) | $13.14 | 3/13/2020 | | M | | | 10000 | 7/31/2014 (1) | 7/31/2020 | Common Stock | 10000 | $0 | 0 | D | |
Non-qualified stock options (right to buy) | $12.06 | | | | | | | 10/4/2015 (2) | 10/4/2021 | Common Stock | 25000 | | 25000 | D | |
Non-qualified stock options (right to buy) | $17.27 | | | | | | | 2/13/2016 (3) | 2/13/2022 | Common Stock | 10000 | | 10000 | D | |
Non-qualified stock options (right to buy) | $16.05 | | | | | | | 1/28/2017 (4) | 1/28/2023 | Common Stock | 20000 | | 20000 | D | |
Non-qualified stock options (right to buy) | $28.20 | | | | | | | 4/14/2018 (5) | 4/14/2024 | Common Stock | 25000 | | 25000 | D | |
Non-qualified stock options (right to buy) | $44.80 | | | | | | | 3/2/2019 (6) | 3/2/2025 | Common Stock | 25000 | | 25000 | D | |
Non-qualified stock options (right to buy) | $55.73 | | | | | | | 3/1/2020 (7) | 3/1/2026 | Common Stock | 30000 | | 30000 | D | |
Non-qualified stock options (right to buy) | $37.71 | | | | | | | 2/26/2021 (8) | 2/26/2027 | Common Stock | 16722 | | 16722 | D | |
Performance Stock Units | (9) | | | | | | | 3/15/2021 (10) | 3/15/2023 (10) | Common Stock | 7955 (11) | | 7955 | D | |
Explanation of Responses: |
(1) | Becomes exercisable in equal annual installments of 20% commencing on 07/31/2014. |
(2) | Becomes exercisable in equal annual installments of 20% commencing on 10/04/2015. |
(3) | Becomes exercisable in equal annual installments of 20% commencing on 02/13/2016. |
(4) | Becomes exercisable in equal annual installments of 20% commencing on 01/28/2017. |
(5) | Becomes exercisable in equal annual installments of 20% commencing on 04/14/2018. |
(6) | Becomes exercisable in equal annual installments of 20% commencing on 03/02/2019. |
(7) | Becomes exercisable in equal annual installments of 20% commencing on 03/01/2020. |
(8) | Becomes exercisable in equal annual installments of 25% commencing on 02/26/2021. |
(9) | Each performance share unit represents the Company's commitment to issue one share of Merit Medical Systems, Inc. common stock, subject to achievement of performance criteria. |
(10) | If earned by the Reporting Person, the PSUs will be awarded not later than March 15 of the year following the Issuer's achievement of the target level of free cash flow, subject to conditions set forth in the Performance Stock Unit Award Agreement. |
(11) | On February 26, 2020, the reporting person was awarded a target number of performance share units (''PSUs'') pursuant to a Performance Stock Unit Award Agreement by and between the Reporting Person and the Issuer. The actual number of PSUs to be awarded to the Reporting Person will be based upon the Issuer's free cash flow measured against its 2020 financial plan over one, two and three-year periods ending December 31, 2020, 2021 and 2022, respectively, and subject to the Reporting Person's continued employment with the Issuer and the conditions set forth in the Stock Unit Award Agreement. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Wright Joseph 1600 WEST MERIT PARKWAY SOUTH JORDAN, UT 84095 |
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| PRESIDENT, INTERNATIONAL |
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Signatures
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/s/ Brian G. Lloyd, Attorney-in-Fact | | 3/17/2020 |
**Signature of Reporting Person | Date |
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