- Initial Statement of Beneficial Ownership (3)
17 February 2012 - 1:36AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Expires:
November 30, 2011
Estimated average burden
hours per response...
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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FUJIFILM Holdings Corp
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2. Date of Event Requiring Statement (MM/DD/YYYY)
2/16/2012
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3. Issuer Name
and
Ticker or Trading Symbol
SONOSITE INC [SONO]
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(Last)
(First)
(Middle)
7-3, AKASAKA 9-CHOME, MINATO-KU
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
___
X
___ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Street)
TOKYO, M0 107-0052
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_
X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Stock
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13748129
(1)
(2)
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I
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By Salmon Acquisition Corporation
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(
1)
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FUJIFILM Holdings Corporation, Salmon Acquisition Corporation (the "Purchaser") and SonoSite, Inc. entered into an Agreement and Plan of Merger, dated as of December 15, 2011 (the "Merger Agreement"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser commenced a tender offer (the "Offer") to purchase all of the outstanding shares, at a price of $54.00 per share in cash, without interest and subject to applicable withholding taxes on January 17, 2012.
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(
2)
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The initial offering period of the Offer expired at 5:00 P.M., New York City time, on Wednesday, February 15, 2012. An aggregate of 11,654,621 shares were validly tendered and not withdrawn prior to the expiration of the Offer, representing approximately 82.56% of the shares. Purchaser also received commitments to tender approximately 2,093,508 additional shares under the guaranteed delivery procedures of the Offer. On February 16, 2012, Purchaser accepted for payment all shares that were validly tendered in the initial offering period of the Offer and not withdrawn. Purchaser is the owner of the shares purchased in the Offer.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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FUJIFILM Holdings Corp
7-3, AKASAKA 9-CHOME, MINATO-KU
TOKYO, M0 107-0052
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X
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Salmon Acquisition Corp
200 SUMMIT LAKE DRIVE
VALHALLA, NY 10595-1356
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X
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Signatures
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/s/ Shigehiro Nakajima - Representative Director; Executive Vice President
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2/16/2012
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**
Signature of Reporting Person
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Date
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/s/ Toru Takahashi - Vice President
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2/16/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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