Sara Toyloy - May 31, 2024 Form 4 Insider Report for Shockwave Medical, Inc. (SWAV)

Role: Director
Signature: /s/ Wade Estey, as attorney-in-fact for Sara Toyloy
Stock symbol: SWAV
Transactions as of: May 31, 2024
Transactions value $: $0
Form type: 4
Date filed: 5/31/2024, 04:38 PM
Previous filing: Aug 16, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SWAV	Common Stock	Disposed to Issuer		-3.67K	-100%		0	May 31, 2024	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

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

Explanation of Responses:

Id	Content
F1	This Form 4 reports the disposition of securities pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 4, 2024, by and among the Issuer, Johnson & Johnson ("J&J"), and Sweep Merger Sub, Inc., a wholly owned subsidiary of J&J ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of the effective time of the Merger (the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of J&J. As a result of the Merger, at the Effective Time, each outstanding share of common stock, par value $0.001 per share, of the Issuer ("Common Stock") outstanding immediately prior to the Effective Time (excluding Excluded Shares and any Dissenting Company Shares, each as defined in the Merger Agreement) was automatically converted into the right to receive $335.00 in cash (the "Merger Consideration"),
F2	(Continued from Footnote 1) without interest and less any applicable withholding taxes. Additionally, pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU") outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive a cash amount, without interest and less any applicable withholding taxes, equal to the product of (i) the aggregate number of shares of Common Stock underlying such RSU immediately prior to the Effective Time and (ii) the Merger Consideration.

Content

This Form 4 reports the disposition of securities pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 4, 2024, by and among the Issuer, Johnson & Johnson ("J&J"), and Sweep Merger Sub, Inc., a wholly owned subsidiary of J&J ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer (the "Merger"), effective as of the effective time of the Merger (the "Effective Time"), with the Issuer surviving the Merger as a wholly owned subsidiary of J&J. As a result of the Merger, at the Effective Time, each outstanding share of common stock, par value $0.001 per share, of the Issuer ("Common Stock") outstanding immediately prior to the Effective Time (excluding Excluded Shares and any Dissenting Company Shares, each as defined in the Merger Agreement) was automatically converted into the right to receive $335.00 in cash (the "Merger Consideration"),

(Continued from Footnote 1) without interest and less any applicable withholding taxes. Additionally, pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit ("RSU") outstanding immediately prior to the Effective Time, whether vested or unvested, was cancelled and converted into the right to receive a cash amount, without interest and less any applicable withholding taxes, equal to the product of (i) the aggregate number of shares of Common Stock underlying such RSU immediately prior to the Effective Time and (ii) the Merger Consideration.