UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
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. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
FUJIFILM Holdings Corp 7-3, AKASAKA 9-CHOME, MINATO-KU TOKYO, M0 107-0052 |
 |  X |  |  |
Salmon Acquisition Corp 200 SUMMIT LAKE DRIVE VALHALLA, NY 10595-1356 |
 |  X |  |  |
/s/ Shigehiro Nakajima - Representative Director; Executive Vice President | 02/16/2012 | |
**Signature of Reporting Person | Date | |
/s/ Toru Takahashi - Vice President | 02/16/2012 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(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). |
(1) | FUJIFILM Holdings Corporation, Salmon Acquisition Corporation (the "Purchaser") and SonoSite, Inc. entered into an Agreement and Plan of Merger, dated as of December 15, 2011 (the "Merger Agreement"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser commenced a tender offer (the "Offer") to purchase all of the outstanding shares, at a price of $54.00 per share in cash, without interest and subject to applicable withholding taxes on January 17, 2012. |
(2) | The initial offering period of the Offer expired at 5:00 P.M., New York City time, on Wednesday, February 15, 2012. An aggregate of 11,654,621 shares were validly tendered and not withdrawn prior to the expiration of the Offer, representing approximately 82.56% of the shares. Purchaser also received commitments to tender approximately 2,093,508 additional shares under the guaranteed delivery procedures of the Offer. On February 16, 2012, Purchaser accepted for payment all shares that were validly tendered in the initial offering period of the Offer and not withdrawn. Purchaser is the owner of the shares purchased in the Offer. |