Anthony Fernando - Aug 22, 2024 Form 4 Insider Report for ASENSUS SURGICAL, INC. (ASXC)

Role
President and CEO, Director
Signature
/s/ Joshua Weingard as attorney-in-fact for Anthony Fernando
Stock symbol
ASXC
Transactions as of
Aug 22, 2024
Transactions value $
$0
Form type
4
Date filed
8/22/2024, 09:10 AM
Previous filing
Apr 23, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ASXC Common Stock Disposed to Issuer -2.61M -100% 0 Aug 22, 2024 Direct F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction ASXC Stock Options Disposed to Issuer $0 -1.49M -100% $0.00 0 Aug 22, 2024 Common Stock 1.49M $0.26 Direct F3
transaction ASXC Restricted Stock Units Disposed to Issuer $0 -1.24M -100% $0.00 0 Aug 22, 2024 Common Stock 1.24M $0.00 Direct F4, F5
transaction ASXC Restricted Stock Units Disposed to Issuer $0 -250K -100% $0.00 0 Aug 22, 2024 Common Stock 250K $0.00 Direct F4, F5
transaction ASXC Restricted Stock Units Disposed to Issuer $0 -162K -100% $0.00 0 Aug 22, 2024 Common Stock 162K $0.00 Direct F4, F5
transaction ASXC Restricted Stock Units Disposed to Issuer $0 -2.48M -100% $0.00 0 Aug 22, 2024 Common Stock 2.48M $0.00 Direct F5, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Anthony Fernando is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The reported securities were disposed of pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 6, 2024, by and among Asensus Surgical, Inc., a Delaware corporation ("Asensus"), KARL STORZ Endoscopy-America, Inc., a California corporation ("Parent"), and Karl Storz California Inc., a California corporation ("Merger Sub"), pursuant to which Merger Sub merged with and into Asensus with Asensus as the surviving corporation of the merger (the "Merger"). Upon the effective time of the Merger, the reporting person received $0.35 in cash, without interest and less applicable withholding taxes for each share of common stock.
F2 The reported securities include 412,300 shares of common stock issued upon the acceleration and vesting of performance-based restricted stock units.
F3 Upon the closing of the Merger, these equity awards are cancelled and converted into the contingent right to receive a cash payment of $0.09 per underlying share of common stock only upon satisfaction of all vesting conditions.
F4 Each restricted stock unit ("RSU") represents the right to receive one share of the Registrant's common stock.
F5 Upon the closing of the Merger, these equity awards are cancelled and converted into the contingent right to receive a cash payment of $0.35 per underlying share of common stock only upon satisfaction of all vesting conditions.
F6 Each performance-based restricted stock unit ("PRSU") represents the right to acquire one share of the Registrant's common stock.