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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (right to buy) | $ 5.26 | 03/31/2015 | D | 4,900 | (3) | 12/05/2017 | Common Stock | 4,900 | (3) | 0 | D | ||||
Stock Option (right to buy) | $ 4.83 | 03/31/2015 | D | 5,475 | (4) | 09/13/2018 | Common Stock | 5,475 | (4) | 0 | D | ||||
Stock Option (right to buy) | $ 3.76 | 03/31/2015 | D | 7,025 | (5) | 03/12/2019 | Common Stock | 7,025 | (5) | 0 | D | ||||
Stock Option (right to buy) | $ 2.34 | 03/31/2015 | D | 700,000 | (6) | 07/22/2020 | Common Stock | 700,000 | (6) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Kill Robert 5420 FELTL ROAD MINNETONKA, MN 55343 |
X | President and CEO |
/s/ Brett Reynolds, attorney-in-fact | 04/02/2015 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Disposed of pursuant to merger agreement between issuer and Cogentix Medical, Inc., formerly Vision-Sciences, Inc. ("Cogentix"), in exchange for 313,658 shares of Cogentix common stock on the effective date of the merger. |
(2) | These shares are subject to restricted stock assumed by Cogentix in the merger and replaced with 67,816 shares of Cogentix stock valued at $4.56 per shares. |
(3) | This option is fully vested, was assumed by Cogentix in the merger and replaced with an option to purchase 3,560 shares of Cogentix stock for $7.24 per share. |
(4) | This option is fully vested, was assumed by Cogentix in the merger and replaced with an option to purchase 3,978 shares of Cogentix stock for $6.65 per share. |
(5) | This option is fully vested, was assumed by Cogentix in the merger and replaced with an option to purchase 5,104 shares of Cogentix stock for $5.18 per share. |
(6) | This option, which provided for vesting in three almost equal annual installments beginning on July 23, 2014, was assumed by Cogentix in the merger and replaced with an option to purchase 508,633 shares of Cogentix stock for $3.23 per share. |