SEC Form 4 filed by Grassman Catherine
$HSKA
Biotechnology: In Vitro & In Vivo Diagnostic Substances
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). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
HESKA CORP [ HSKA ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/28/2022 | ||||||||||||||||||||||||||
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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 | 06/13/2023 | A(1) | 38,096 | A | $0 | 52,357 | D | |||
| Common Stock | 06/13/2023 | A(2) | 4,327 | A | $0 | 56,684 | D | |||
| Common Stock | 06/13/2023 | D(3) | 56,684 | D | $120 | 0 | D | |||
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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 | ||||||||
| Non-Qualified Stock Option (right to buy) | $60.94 | 02/28/2022 | A(4) | 11,250 | 02/28/2022 | 04/15/2030 | Common Stock | 11,250 | $0 | 11,250 | D | ||||
| Non-Qualified Stock Option (right to buy) | $60.94 | 06/13/2023 | A(5) | 23,750 | 06/13/2023 | 04/15/2030 | Common Stock | 23,750 | $0 | 35,000 | D | ||||
| Non-Qualified Stock Option (right to buy) | $60.94 | 06/13/2023 | D | 35,000 | (4)(5) | 04/15/2030 | Common Stock | 35,000 | (6) | 0 | D | ||||
| Incentive Stock Option (right to buy) | $60.94 | 06/13/2023 | D | 1,640 | (7) | 04/15/2030 | Common Stock | 1,640 | (6) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $60.94 | 06/13/2023 | D | 8,360 | (7) | 04/15/2030 | Common Stock | 8,360 | (6) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $70.1 | 06/13/2023 | D | 10,000 | (8) | 05/31/2029 | Common Stock | 10,000 | (6) | 0 | D | ||||
| Incentive Stock Option (right to buy) | $69.77 | 06/13/2023 | D | 4,299 | (9) | 03/06/2028 | Common Stock | 4,299 | (6) | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $69.77 | 06/13/2023 | D | 701 | (9) | 03/06/2028 | Common Stock | 701 | (6) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of March 31, 2023, by and among the Issuer, Antech Diagnostics, Inc., a California corporation ("Acquiror"), Helsinki Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acquiror, and, solely for purposes of Section 9.15 of the Merger Agreement, Mars, Incorporated, a Delaware corporation, these shares of performance-based restricted stock of the Issuer were fully accelerated assuming maximum level of performance immediately prior to the effectiveness of the merger. |
| 2. Pursuant to the Merger Agreement, these performance-based restricted stock units were fully accelerated assuming target level of performance immediately prior to the effectiveness of the merger. |
| 3. Disposed of pursuant to the Merger Agreement in exchange for cash consideration of $120.00 per share of common stock of the Issuer (the "Merger Consideration") on the effective date of the merger. |
| 4. Stock options of the Issuer became vested and exercisable upon achieving performance vesting conditions on February 28, 2022. |
| 5. Pursuant to the Merger Agreement, these stock options of the Issuer were fully accelerated assuming maximum level of performance immediately prior to the effectiveness of the merger. |
| 6. Stock options of the Issuer were canceled in the merger in exchange for an amount in cash equal to the difference, if any, between the Merger Consideration and the exercise price of such stock options. |
| 7. These stock options of the Issuer vested in two equal installments on December 31, 2021 and on December 31, 2022. |
| 8. These stock options of the Issuer vested as to two-thirds on June 1, 2020 and one-third on March 7, 2021. |
| 9. These stock options of the Issuer vested in three approximately equal annual installments beginning on March 7, 2019 and ending on March 7, 2021. |
| /s/ Catherine Grassman | 06/13/2023 | |
| ** 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. | ||