Statement of Changes in Beneficial Ownership (4)
March 24 2017 - 4:43PM
Edgar (US Regulatory)
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).
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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
*
Biagioni Ettore V
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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)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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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)
3/22/2017
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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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3/22/2017
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U
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9510
(1)
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D
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$66.00
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0
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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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Stock Option (right to purchase)
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$30.74
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3/22/2017
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D
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2500
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(2)
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5/16/2017
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Class A Common Stock
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2500
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(2)
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0
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D
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Stock Option (right to purchase)
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$35.00
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3/22/2017
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D
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5000
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(2)
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11/5/2017
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Class A Common Stock
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5000
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(2)
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0
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D
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Stock Option (right to purchase)
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$24.38
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3/22/2017
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D
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6000
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(2)
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5/14/2018
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Class A Common Stock
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6000
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(2)
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0
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D
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Stock Option (right to purchase)
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$21.11
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3/22/2017
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D
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10648
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(2)
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5/14/2024
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Class A Common Stock
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10648
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(2)
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0
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D
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Stock Option (right to purchase)
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$35.37
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3/22/2017
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D
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5244
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(2)
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5/14/2025
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Class A Common Stock
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5244
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(2)
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0
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D
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Restricted Stock Units
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(3)
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3/22/2017
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D
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1272
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(4)
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5/11/2026
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Class A Common Stock
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1272
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(4)
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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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Pursuant to the terms of that certain Agreement and Plan of Merger, dated as of February 14, 2017, by and among Hologic, Inc., Minuteman Merger Sub, Inc. and Cynosure, Inc. (the "Merger Agreement"), these shares were tendered and disposed of at the Acceptance Time (all terms capitalized but not defined shall have the meaning given to them in the Merger Agreement) in exchange for the right to receive $66.00 per share, net to the seller in cash, without interest, less any required withholding taxes (the "Merger Consideration").
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(
2)
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This stock option was fully vested and exercisable prior to the Effective Time. Pursuant to the terms of the Merger Agreement, each outstanding and unexercised stock option as of immediately prior to the Effective Time, whether vested or unvested, was automatically canceled and converted into the right to receive, for each underlying share, the difference between the Merger Consideration and the exercise price per share of the option.
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(
3)
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Each restricted stock unit represents a contingent right to receive one share of Cynosure, Inc.'s common stock.
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(
4)
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Pursuant to the terms of the Merger Agreement, each outstanding and unvested restricted stock unit as of immediately prior to the Effective Time vested in full and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share.
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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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Biagioni Ettore V
C/O CYNOSURE, INC.
5 CARLISLE ROAD
WESTFORD, MA 01886
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X
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Signatures
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/s/ Christopher J. Geberth, Attorney-in-Fact
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3/24/2017
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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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