Statement of Changes in Beneficial Ownership (4)
05 February 2016 - 8:41AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
*
Elting Kimberley A.
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2. Issuer Name
and
Ticker or Trading Symbol
TriVascular Technologies, Inc.
[
TRIV
]
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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)
VP, Gen. Counsel and Secretary
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(Last)
(First)
(Middle)
C/O TRIVASCULAR TECHNOLOGIES, INC., 3910 BRICKWAY BLVD.
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/3/2016
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(Street)
SANTA ROSA, CA 95403
(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
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2/3/2016
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M
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15000.00
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A
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(1)
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19119.00
(2)
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D
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Common Stock
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2/3/2016
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F
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4898.00
(3)
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D
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$5.62
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14221.00
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D
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Common Stock
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2/3/2016
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D
(4)
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10102.00
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D
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(4)
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4119.00
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D
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Common Stock
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2/3/2016
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M
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61621.00
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A
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$3.25
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65740.00
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D
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Common Stock
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2/3/2016
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F
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35635.00
(5)
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D
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$5.62
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30105.00
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D
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Common Stock
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2/3/2016
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D
(4)
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25986.00
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D
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(4)
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4119.00
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D
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Common Stock
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2/3/2016
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D
(4)
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4119.00
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D
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(4)
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0.00
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D
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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. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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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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Restricted Stock Units (RSU)
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(1)
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2/3/2016
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M
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15000.00
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(6)
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(6)
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Common Stock
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15000.00
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$0.00
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0.00
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D
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Stock Options (Right to buy)
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$3.25
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2/3/2016
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M
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61621.00
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(7)
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4/25/2023
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Common Stock
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61621.00
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$0.00
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0.00
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D
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Explanation of Responses:
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(
1)
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Each RSU represents a contingent right to receive one share of TRIV common stock.
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(
2)
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This quantity includes 4,119 ESPP shares.
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(
3)
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These shares were withheld by the issuer to satisfy tax withholding obligations and calculated for the purposes of the deemed settlement of the RSUs, contingent upon the closing of the Merger (as defined below), utilizing the closing price of the issuers common stock on January 28, 2016.
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(
4)
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These shares were disposed of pursuant to the merger agreement between the issuer and Endologix, Inc. (such transaction, the Merger). In connection with the closing of the Merger, the reporting person received 0.6312 share of Endologix common stock and $0.34 in cash for each share of issuer common stock held by such reporting person, for a total consideration of $4.95 per share based upon the closing price of Endologix common stock on February 2, 2016.
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(
5)
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These shares were withheld by the issuer as payment of the exercise price and to satisfy tax withholding obligations, and calculated for the purposes of the deemed exercise of the options, contingent upon the closing of the Merger, utilizing the closing price of the issuers common stock on January 28, 2016.
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(
6)
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These restricted stock units became 100% vested in connection with the Merger.
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(
7)
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These stock options became 100% vested in connection with the Merger.
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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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Elting Kimberley A.
C/O TRIVASCULAR TECHNOLOGIES, INC.
3910 BRICKWAY BLVD.
SANTA ROSA, CA 95403
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VP, Gen. Counsel and Secretary
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Signatures
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/s/ Michael Kramer, Attorney-In-Fact Kimberley A. Elting
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2/4/2016
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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 4(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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