Statement of Changes in Beneficial Ownership (4)
23 2월 2017 - 6:34AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
ROOT HOWARD
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2. Issuer Name
and
Ticker or Trading Symbol
VASCULAR SOLUTIONS INC
[
VASC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Executive Officer
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(Last)
(First)
(Middle)
C/O VASCULAR SOLUTIONS, INC., 6464 SYCAMORE COURT NORTH
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/17/2017
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(Street)
MINNEAPOLIS, MN 55369
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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319772
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D
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Common Stock
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2/17/2017
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D
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319772
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D
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(1)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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(2)
(3)
(4)
(5)
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2/17/2017
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D
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360000
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(2)
(3)
(4)
(5)
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1/27/2022
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Common Stock
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360000
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(2)
(3)
(4)
(5)
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0
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D
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Explanation of Responses:
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(
1)
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In connection with the merger of Issuer and a subsidiary of Teleflex Incorporated (the "Merger") pursuant to an agreement and plan of merger dated December 1, 2016, all shares of Issuer common stock were canceled and automatically converted into the right to receive $56.00 per share in cash, without interest and less any applicable withholding taxes.
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(
2)
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90,000 shares, which vested on January 27, 2014 with an exercise price of $12.03 per share, were canceled pursuant to the Merger in exchange for a cash payment of $43.97 per share, or $3,957,300 in aggregate, which represents the difference between the exercise price of the option and the merger consideration per share ($56.00) multiplied by the total number of shares underlying the option, less any applicable withholding taxes.
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(
3)
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90,000 shares, which vested on January 27, 2015 with an exercise price of $13.03 per share, were canceled pursuant to the Merger in exchange for a cash payment of $42.97 per share, or $3,867,300 in aggregate, which represents the difference between the exercise price of the option and the merger consideration per share ($56.00) multiplied by the total number of shares underlying the option, less any applicable withholding taxes.
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(
4)
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90,000 shares, which vested on January 27, 2016 with an exercise price of $14.03 per share, were canceled pursuant to the Merger in exchange for a cash payment of $41.97 per share, or $3,777,300 in aggregate, which represents the difference between the exercise price of the option and the merger consideration per share ($56.00) multiplied by the total number of shares underlying the option, less any applicable withholding taxes.
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(
5)
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90,000 shares, which vested on January 27, 2017 with an exercise price of $15.03 per share, were canceled pursuant to the Merger in exchange for a cash payment of $40.97 per share, or $3,687,300 in aggregate, which represents the difference between the exercise price of the option and the merger consideration per share ($56.00) multiplied by the total number of shares underlying the option, less any applicable withholding taxes.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ROOT HOWARD
C/O VASCULAR SOLUTIONS, INC.
6464 SYCAMORE COURT NORTH
MINNEAPOLIS, MN 55369
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X
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Chief Executive Officer
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Signatures
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/s/ Howard C. Root
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2/22/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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