Statement of Changes in Beneficial Ownership (4)

Date : 08/03/2018 @ 12:53AM
Source : Edgar (US Regulatory)
Stock : Abaxis, Inc. (delisted) (ABAX)
Quote : 83.0  0.0 (0.00%) @ 1:00AM

Statement of Changes in Beneficial Ownership (4)

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
                                                                                  
OMB APPROVAL
OMB Number: 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
                      

1. Name and Address of Reporting Person *

Henkel Achim
2. Issuer Name and Ticker or Trading Symbol

ABAXIS INC [ ABAX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Managing Director-Europe
(Last)          (First)          (Middle)

C/O ABAXIS, INC., 3240 WHIPPLE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

7/31/2018
(Street)

UNION CITY, CA 94587
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   7/31/2018     D    69950   D $83   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units   $0   7/31/2018     D         6300      (2)   (3) Common Stock   6300     (2) 0   (2) D    
Restricted Stock Units   $0   7/31/2018     D         7650      (2)   (3) Common Stock   7650     (2) 0   (2) D    
Restricted Stock Units   $0   7/31/2018     D         8550      (2)   (3) Common Stock   8550     (2) 0   (2) D    
Restricted Stock Units   $0   7/31/2018     D         9000      (2)   (3) Common Stock   9000     (2) 0   (2) D    
Performance-Based Restricted Stock Units   $0   7/31/2018     D         6000      (4)   (3) Common Stock   6000     (4) 0   (4) D    
Performance-Based Restricted Stock Units   $0   7/31/2018     D         6000      (4)   (3) Common Stock   6000     (4) 0   (4) D    
Performance-Based Restricted Stock Units   $0   7/31/2018     D         16000      (4)   (3) Common Stock   16000     (4) 0   (4) D    
Performance-Based Restricted Stock Units   $0   7/31/2018     D         16000      (4)   (3) Common Stock   16000     (4) 0   (4) D    
Performance-Based Restricted Stock Units   $0   7/31/2018     D         8000      (4)   (3) Common Stock   8000     (4) 0   (4) D    
Performance-Based Restricted Stock Units   $0   7/31/2018     D         8000      (4)   (3) Common Stock   8000     (4) 0   (4) D    

Explanation of Responses:
(1)  Pursuant to the Agreement and Plan of Merger (the "Merger Agreement") dated May 15, 2018, by and among Abaxis, Inc., a California corporation (the "Issuer"), Zoetis Inc., a Delaware corporation ("Parent"), and Zeus Merger Sub, Inc., a California corporation and an indirect wholly owned subsidiary of Parent ("Merger Sub"), on July 31, 2018, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. In connection with the Merger, these shares were cancelled and converted into the right to receive $83.00 in cash, without interest, per share, subject to the terms and conditions of the Merger Agreement (the "Merger Consideration").
(2)  Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each of these unvested restricted stock units vested automatically in accordance with their existing terms and were cancelled and automatically converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock underlying such awards. Each of these vested restricted stock units converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock underlying such awards.
(3)  Not applicable.
(4)  a. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each of these unvested performance restricted stock units vested automatically in accordance with their existing terms and were cancelled and automatically converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock underlying such awards. Each of these vested performance restricted stock units were cancelled and automatically converted into the right to receive the Merger Consideration in respect of each share of Issuer common stock underlying such awards.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Henkel Achim
C/O ABAXIS, INC.
3240 WHIPPLE ROAD
UNION CITY, CA 94587


Managing Director-Europe

Signatures
/s/ Achim Henkel 8/2/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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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