Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4

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^*

Davis Andrew S.

(Last)

(First)

(Middle)

1213 INNSBRUCK DRIVE

(Street)

SUNNYVALE

94089

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Silk Road Medical Inc [ SILK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Commercial Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	09/17/2024		D		290,077⁽¹⁾⁽²⁾	D	⁽³⁾⁽⁴⁾	0	D
Common Stock	09/17/2024		A		42,218⁽⁵⁾	A	$0	42,218	D
Common Stock	09/17/2024		D		42,218	D	⁽⁶⁾	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$1.6	09/17/2024		D			22,033	⁽⁷⁾	12/03/2025	Common Stock	22,033	$25.9	0	D
Employee Stock Option (right to buy)	$4.73	09/17/2024		D			62,958	⁽⁸⁾	11/30/2027	Common Stock	62,958	$22.77	0	D
Employee Stock Option (right to buy)	$6.11	09/17/2024		D			1,853	⁽⁹⁾	09/13/2028	Common Stock	1,853	$21.39	0	D
Employee Stock Option (right to buy)	$20	09/17/2024		D			33,220	⁽¹⁰⁾	04/03/2029	Common Stock	33,220	$7.5	0	D

Explanation of Responses:

1. Of the reported shares, 219,965 are represented by restricted stock units, or RSUs, each of which represents a contingent right to receive one share of Issuer common stock.

2. Includes 370 shares acquired under the Issuer's 2019 Employee Stock Purchase Plan on September 13, 2024.

3. 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.

4. 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.

5. 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.

6. 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.

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 $570,654.70, 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 $1,433,553.66, 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 $39,635.67, 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.

10. 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 $249,150.00, 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).
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