Kieran Gallahue - May 13, 2022 Form 4 Insider Report for Intersect ENT, Inc. (XENT)

Role
Director
Signature
/s/ Patrick A. Broderick, Attorney-in-Fact for Kieran T. Gallahue
Stock symbol
XENT
Transactions as of
May 13, 2022
Transactions value $
-$9,012,004
Form type
4
Date filed
5/16/2022, 06:39 PM
Previous filing
May 10, 2022
Next filing
May 31, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction XENT Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$91.5K -3.24K -39.26% $28.25 5.01K May 13, 2022 Direct F1
transaction XENT Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$142K -5.01K -100% $28.25 0 May 13, 2022 Direct F2
transaction XENT Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$827K -29.3K -100% $28.25 0 May 13, 2022 See Footnote F2, F3

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 XENT Stock Option (right to buy) Disposition pursuant to a tender of shares in a change of control transaction -$3.39M -120K -100% $28.25 0 May 13, 2022 Common Stock 120K $25.10 Direct F4
transaction XENT Stock Option (right to buy) Disposition pursuant to a tender of shares in a change of control transaction -$95.8K -3.39K -100% $28.25 0 May 13, 2022 Common Stock 3.39K $21.00 Direct F4
transaction XENT Stock Option (right to buy) Disposition pursuant to a tender of shares in a change of control transaction -$2.33M -82.4K -100% $28.25 0 May 13, 2022 Common Stock 82.4K $17.01 Direct F4
transaction XENT Stock Option (right to buy) Disposition pursuant to a tender of shares in a change of control transaction -$162K -5.73K -100% $28.25 0 May 13, 2022 Common Stock 5.73K $16.50 Direct F4
transaction XENT Stock Option (right to buy) Disposition pursuant to a tender of shares in a change of control transaction -$353K -12.5K -100% $28.25 0 May 13, 2022 Common Stock 12.5K $13.79 Direct F4
transaction XENT Stock Option (right to buy) Disposition pursuant to a tender of shares in a change of control transaction -$273K -9.67K -100% $28.25 0 May 13, 2022 Common Stock 9.67K $11.84 Direct F4
transaction XENT Stock Options (Right to buy) Disposition pursuant to a tender of shares in a change of control transaction -$98.1K -3.47K -100% $28.25 0 May 13, 2022 Common Stock 3.47K $42.05 Direct F4
transaction XENT Stock Options (Right to buy) Disposition pursuant to a tender of shares in a change of control transaction -$170K -6.04K -100% $28.25 0 May 13, 2022 Common Stock 6.04K $26.05 Direct F4
transaction XENT Stock Options (Right to buy) Disposition pursuant to a tender of shares in a change of control transaction -$706K -25K -100% $28.25 0 May 13, 2022 Common Stock 25K $25.31 Direct F4
transaction XENT Stock Options (Right to buy) Disposition pursuant to a tender of shares in a change of control transaction -$374K -13.2K -100% $28.25 0 May 13, 2022 Common Stock 13.2K $13.05 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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].
F3 The reportable securities are held by the Gallahue Irrevocable Trust.
F4 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.