Statement of Changes in Beneficial Ownership (4)
February 14 2017 - 6:28PM
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
*
Delaney Douglas J
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2. Issuer Name
and
Ticker or Trading Symbol
CYNOSURE INC
[
CYNO
]
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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 Commercial Officer
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(Last)
(First)
(Middle)
C/O CYNOSURE, INC., 5 CARLISLE ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/10/2017
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(Street)
WESTFORD, MA 01886
(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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Class A Common Stock
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2/10/2017
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M
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3750
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A
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$0.00
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12834
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D
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Class A Common Stock
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2/13/2017
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F
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2003
(1)
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D
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$50.5338
(2)
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10831
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D
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Class A Common Stock
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2/11/2017
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M
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5168
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A
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$0.00
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15999
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D
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Class A Common Stock
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2/13/2017
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F
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2740
(3)
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D
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$50.8591
(4)
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13259
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D
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Class A Common Stock
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2/13/2017
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M
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3534
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A
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$0.00
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16793
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D
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Class A Common Stock
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2/14/2017
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F
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1355
(5)
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D
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$65.8945
(6)
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15438
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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
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(7)
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2/10/2017
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A
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3750
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(8)
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(8)
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Class A Common Stock
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3750
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$0.00
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7500
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D
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Restricted Stock Units
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(7)
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2/11/2017
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A
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5168
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(9)
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(9)
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Class A Common Stock
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5168
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$0.00
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5168
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D
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Restricted Stock Units
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(7)
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2/13/2017
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A
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3534
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(10)
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(10)
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Class A Common Stock
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3534
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$0.00
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0
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D
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Explanation of Responses:
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(
1)
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On February 10, 2017, 3,750 shares that were acquired by the reporting person pursuant to the award of restricted stock units on February 10, 2016 vested and paid to the reporting person. On February 13, 2017, 2,003 of these 3,750 shares were withheld and sold in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to pay the resulting tax liability.
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(
2)
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The sales priced reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $49.00 to $52.99 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
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(
3)
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On February 11, 2017, 5,168 shares that were acquired by the reporting person pursuant to the award of restricted stock units on February 11, 2015 vested and paid to the reporting person. On February 13, 2017, 2,740 of these 5,168 shares were withheld and sold in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to pay the resulting tax liability.
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(
4)
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The sales priced reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $50.00 to $50.99 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
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(
5)
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On February 13, 2017, 3,534 shares that were acquired by the reporting person pursuant to the award of restricted stock units on February 13, 2014 vested and paid to the reporting person. On February 14, 2017, 1,355 of these 3,534 shares were withheld and sold in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, to pay the resulting tax liability.
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(
6)
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The sales priced reported represents the weighted average sales price of shares sold in multiple transactions at prices ranging from $65.00 to $65.99 per share. The reporting person will provide to the issuer, any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range.
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(
7)
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Each restricted stock unit represents the contingent right to receive one share of common stock upon vesting of the unit.
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(
8)
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The restricted stock units are schedule to vest as follows: 3,750 shares on February 10, 2018 and 3,750 shares on February 10, 2019.
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(
9)
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The restricted stock units are schedule to vest as follows: 5,168 shares on February 11, 2018.
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(
10)
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The restricted stock units from the February 13, 2014 award are fully vested as of February 13, 2017.
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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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Delaney Douglas J
C/O CYNOSURE, INC.
5 CARLISLE ROAD
WESTFORD, MA 01886
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Chief Commercial Officer
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Signatures
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Christopher J. Geberth, Attorney-in-fact
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2/14/2017
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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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