Statement of Changes in Beneficial Ownership (4)
March 17 2020 - 01:10PM
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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
|
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 * Wright
Joseph |
2. Issuer Name and Ticker or Trading
Symbol MERIT MEDICAL SYSTEMS INC [ MMSI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)_____
Director _____
10% Owner
__X__ Officer (give title
below) _____ Other
(specify below)
PRESIDENT, INTERNATIONAL |
|
(Last)
(First)
(Middle)
1600 WEST MERIT PARKWAY |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/13/2020
|
|
(Street)
SOUTH JORDAN, UT 84095
(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, No Par Value |
3/13/2020 |
|
M |
|
10000 |
A |
$13.14 |
10000 |
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 |
|
Non-qualified stock options (right to
buy) |
$13.14 |
3/13/2020 |
|
M |
|
|
10000 |
7/31/2014 (1) |
7/31/2020 |
Common Stock |
10000 |
$0 |
0 |
D |
|
|
Non-qualified stock options (right to
buy) |
$12.06 |
|
|
|
|
|
|
10/4/2015 (2) |
10/4/2021 |
Common Stock |
25000 |
|
25000 |
D |
|
|
Non-qualified stock options (right to
buy) |
$17.27 |
|
|
|
|
|
|
2/13/2016 (3) |
2/13/2022 |
Common Stock |
10000 |
|
10000 |
D |
|
|
Non-qualified stock options (right to
buy) |
$16.05 |
|
|
|
|
|
|
1/28/2017 (4) |
1/28/2023 |
Common Stock |
20000 |
|
20000 |
D |
|
|
Non-qualified stock options (right to
buy) |
$28.20 |
|
|
|
|
|
|
4/14/2018 (5) |
4/14/2024 |
Common Stock |
25000 |
|
25000 |
D |
|
|
Non-qualified stock options (right to
buy) |
$44.80 |
|
|
|
|
|
|
3/2/2019 (6) |
3/2/2025 |
Common Stock |
25000 |
|
25000 |
D |
|
|
Non-qualified stock options (right to
buy) |
$55.73 |
|
|
|
|
|
|
3/1/2020 (7) |
3/1/2026 |
Common Stock |
30000 |
|
30000 |
D |
|
|
Non-qualified stock options (right to
buy) |
$37.71 |
|
|
|
|
|
|
2/26/2021 (8) |
2/26/2027 |
Common Stock |
16722 |
|
16722 |
D |
|
|
Performance Stock Units |
(9) |
|
|
|
|
|
|
3/15/2021 (10) |
3/15/2023 (10) |
Common Stock |
7955 (11) |
|
7955 |
D |
|
| Explanation of
Responses: |
| (1) |
Becomes exercisable in equal
annual installments of 20% commencing on 07/31/2014. |
| (2) |
Becomes exercisable in equal
annual installments of 20% commencing on 10/04/2015. |
| (3) |
Becomes exercisable in equal
annual installments of 20% commencing on 02/13/2016. |
| (4) |
Becomes exercisable in equal
annual installments of 20% commencing on 01/28/2017. |
| (5) |
Becomes exercisable in equal
annual installments of 20% commencing on 04/14/2018. |
| (6) |
Becomes exercisable in equal
annual installments of 20% commencing on 03/02/2019. |
| (7) |
Becomes exercisable in equal
annual installments of 20% commencing on 03/01/2020. |
| (8) |
Becomes exercisable in equal
annual installments of 25% commencing on 02/26/2021. |
| (9) |
Each performance share unit
represents the Company's commitment to issue one share of Merit
Medical Systems, Inc. common stock, subject to achievement of
performance criteria. |
| (10) |
If earned by the Reporting
Person, the PSUs will be awarded not later than March 15 of the
year following the Issuer's achievement of the target level of free
cash flow, subject to conditions set forth in the Performance Stock
Unit Award Agreement. |
| (11) |
On February 26, 2020, the
reporting person was awarded a target number of performance share
units (''PSUs'') pursuant to a Performance Stock Unit Award
Agreement by and between the Reporting Person and the Issuer. The
actual number of PSUs to be awarded to the Reporting Person will be
based upon the Issuer's free cash flow measured against its 2020
financial plan over one, two and three-year periods ending December
31, 2020, 2021 and 2022, respectively, and subject to the Reporting
Person's continued employment with the Issuer and the conditions
set forth in the Stock Unit Award Agreement. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Wright Joseph
1600 WEST MERIT PARKWAY
SOUTH JORDAN, UT 84095 |
|
|
PRESIDENT, INTERNATIONAL |
|
Signatures
|
|
/s/ Brian G. Lloyd,
Attorney-in-Fact |
|
3/17/2020 |
| **Signature of Reporting
Person |
Date |
Merit Medical Systems (NASDAQ:MMSI)
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