SEC Form 4: Noll Austin Francis Iii returned $6,717,052 worth of shares to the company (200,509 units at $33.50) and was granted 61,966 shares, closing all direct ownership in the company (tax withholding)
$NTUS
Biotechnology: Electromedical & Electrotherapeutic Apparatus
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
NATUS MEDICAL INC [ NTUS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/21/2022 | ||||||||||||||||||||||||||
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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, $0.001 par value per share | 07/21/2022 | A | 61,966(1) | A | $0 | 200,509 | D | |||
| Common Stock, $0.001 par value per share | 07/21/2022 | D | 200,509(2) | D | $33.5(3) | 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 | $20.68 | 07/21/2022 | D | 72,534 | (4) | 11/13/2030 | Common Stock | 72,534 | $12.82 | 0 | D | ||||
| Explanation of Responses: |
| 1. Represents the number of shares of Common Stock subject to performance-based stock unit awards that vested and were settled as a result of the merger ("Merger") pursuant to the previously announced Agreement and Plan of Merger, dated April 17, 2022, between Prince Parent Inc. ("Parent"), Prince Mergerco Inc, and Issuer ("Merger Agreement"). |
| 2. Disposed of as a result of the Merger. |
| 3. Each share of Common Stock, including shares underlying equity awards, was cancelled pursuant to the Merger Agreement in exchange for the right to receive the cash consideration provided in the Merger Agreement, subject to applicable tax withholding. |
| 4. This option, which provided for vesting in four equal annual installments beginning November 13, 2021, was cancelled in the Merger pursuant to the Merger Agreement in exchange for a cash payment, per option share, representing the difference between the per share exercise price of the option and the per share cash consideration provided in the Merger Agreement ($33.50), subject to applicable tax withholding. |
| Remarks: |
| /s/ DOUGLAS BALOG by POWER OF ATTORNEY | 07/21/2022 | |
| ** 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. | ||