EVPClin&Reg.Affairs&QA Ruedy Richard returned 232,031 shares to the company and was granted 26,250 shares, closing all direct ownership in the company (SEC Form 4)
$SILK
Medical/Dental Instruments
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Silk Road Medical Inc [ SILK ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/17/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction 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 | 09/17/2024 | D | 205,711(1) | D | (2)(3) | 0 | D | |||
| Common Stock | 09/17/2024 | A | 26,250(4) | A | $0 | 26,250 | D | |||
| Common Stock | 09/17/2024 | D | 26,250 | D | (5) | 0 | D | |||
| Common Stock | 09/17/2024 | D | 70 | D | (2) | 0 | I | By Spouse | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: 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 | ||||||||
| Employee Stock Option (right to buy) | $1.6 | 09/17/2024 | D | 25,925 | (6) | 08/04/2026 | Common Stock | 25,925 | $25.9 | 0 | D | ||||
| Employee Stock Option (right to buy) | $4.73 | 09/17/2024 | D | 28,888 | (7) | 11/30/2027 | Common Stock | 28,888 | $22.77 | 0 | D | ||||
| Employee Stock Option (right to buy) | $8.27 | 09/17/2024 | D | 4 | (8) | 09/30/2026 | Common Stock | 4 | $19.23 | 0 | D | ||||
| Employee Stock Option (right to buy) | $20 | 09/17/2024 | D | 90,740 | (9) | 04/03/2029 | Common Stock | 90,740 | $7.5 | 0 | D | ||||
| Explanation of Responses: |
| 1. Of the reported shares, 87,084 are represented by restricted stock units, or RSUs, each of which represents a contingent right to receive one share of Issuer common stock. |
| 2. Pursuant to the Agreement and Plan of Merger dated June 17, 2024, between the Issuer, Boston Scientific Corporation and Seminole Merger Sub, Inc, (the "Merger Agreement"), each share of Issuer common stock was canceled and converted into the right to receive $27.50 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding taxes. |
| 3. Pursuant to the Merger Agreement, each RSU was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares underlying the RSUs, less applicable taxes and authorized deductions. |
| 4. Immediately prior to the effective time of the merger, certain RSUs subject to the achievement of performance-based criteria, or PSUs, were deemed achieved and certified by the Issuer's compensation committee. |
| 5. Pursuant to the Merger Agreement, each PSU was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares underlying the PSUs, less applicable taxes and authorized deductions. |
| 6. The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $671,457.50, which represents the difference between (i) the amount by which the Merger Consideration exceeded the exercise price of the option per share option and (ii) the aggregate number of shares remaining issuable upon exercise of the option, less applicable taxes and authorized deductions. |
| 7. The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $657,779.76, which represents the difference between (i) the amount by which the Merger Consideration exceeded the exercise price of the option per share option and (ii) the aggregate number of shares remaining issuable upon exercise of the option, less applicable taxes and authorized deductions. |
| 8. The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $76.92, which represents the difference between (i) the amount by which the Merger Consideration exceeded the exercise price of the option per share option and (ii) the aggregate number of shares remaining issuable upon exercise of the option, less applicable taxes and authorized deductions. |
| 9. The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $680,550.00, which represents the difference between (i) the amount by which the Merger Consideration exceeded the exercise price of the option per share option and (ii) the aggregate number of shares remaining issuable upon exercise of the option, less applicable taxes and authorized deductions. |
| /s/ Mhairi Jones, by power of attorney | 09/18/2024 | |
| ** 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 Number. | ||