FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

West Thomas A.
2. Issuer Name and Ticker or Trading Symbol

Intersect ENT, Inc. [ XENT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O INTERSECT ENT, INC., 1555 ADAMS DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/13/2022
(Street)

MENLO PARK, CA 94025
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/13/2022  U(1)  39700.00 D$28.25 (1)312048.00 D  
Common Stock 5/13/2022  U(2)  104456.00 D$28.25 (2)207592.00 D  
Common Stock 5/13/2022  U(3)  207592.00 D$28.25 (3)0.00 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Options (Right to buy) $26.18 5/13/2022  U (4)    78700.00   (4)2/3/2030 Common Stock 78700.00 $28.25 (4)0.00 D  
Stock Options (Right to buy) $23.07 5/13/2022  U (4)    118461.00   (4)2/1/2031 Common Stock 118461.00 $28.25 (4)0.00 D  
Stock Options (Right to buy) $20.44 5/13/2022  U (4)    97960.00   (4)7/21/2029 Common Stock 97960.00 $28.25 (4)0.00 D  
Stock Options (Right to buy) $20.44 5/13/2022  U (5)    427147.00   (5)7/21/2029 Common Stock 427147.00 $28.25 (5)0.00 D  

Explanation of Responses:
(1) Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit that was subject to performance-based vesting conditions (each, an 'Issuer PSU') that was outstanding and became vested prior to or upon the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Issuer Common Stock subject to such Issuer PSU and (2) the Common Stock Merger Consideration, subject to any required withholding of taxes.
(2) Reflects disposition of Issuer common stock in connection with the consummation of the transactions contemplated by the Agreement and Plan of Merger (the 'Merger Agreement'), dated August 6, 2021, by and among the Issuer, Medtronic, Inc. ('Parent') and Project Kraken Merger Sub, Inc., a wholly-owned subsidiary of Parent ('Merger Sub'), including the consummation of the merger (the 'Merger') between Issuer and Merger Sub on May 13, 2022. Pursuant to the Merger Agreement, as of the effective time of the Merger (the 'Effective Time'), [each outstanding share of Issuer common stock, $0.001 par value per share ('Issuer Common Stock'), was cancelled, retired and converted into the right to receive an amount equal to $28.25 in cash, without interest thereon (the 'Common Stock Merger Consideration'), subject to any required withholding of taxes].
(3) Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit that was subject to vesting conditions based solely on continued employment with or service to the Company or any of its subsidiaries (each, an 'Issuer RSU') that was outstanding and unvested immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Issuer Common Stock subject to such Issuer RSU and (2) the Common Stock Merger Consideration, subject to any required withholding of taxes.
(4) Pursuant to the Merger Agreement, at the Effective Time, each option granted by the Issuer to purchase Issuer Common Stock other than options subject to performance-based vesting conditions (each, an 'Issuer Option') that was outstanding and unexercised as of immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Issuer Common Stock subject to such Issuer Option and (2) the excess, if any, of the Common Stock Merger Consideration over the exercise price of such Issuer Option, subject to any required withholding of taxes.
(5) Pursuant to the Merger Agreement, at the Effective Time, each option granted by the Issuer to purchaser Issuer Common Stock that is subject to performance-based vesting conditions that was outstanding and unexercised and became vested immediately prior to or upon the Effective Time (each, a 'Vested Performance Based Option') was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Issuer Common Stock subject to such Performance Based Option and (2) the excess, if any, of the Common Stock Merger Consideration over the exercise price of such Vested Performance Based Option, subject to any required withholding of taxes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
West Thomas A.
C/O INTERSECT ENT, INC.
1555 ADAMS DRIVE
MENLO PARK, CA 94025
X
President and CEO

Signatures
/s/ Patrick A. Broderick, Attorney-in-Fact for Thomas A. West5/16/2022
**Signature of Reporting PersonDate


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 control number.
Intersect ENT (NASDAQ:XENT)
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Intersect ENT (NASDAQ:XENT)
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