Dorothy E. Puhy - 22 Dec 2022 Form 4 Insider Report for ABIOMED INC

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
27 Dec 2022, 19:44:35 UTC
Prior SEC filing
12 Aug 2022
Next SEC filing
15 Feb 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Michael Dube (by power of attorney)

Key filing fact

Dorothy E. Puhy filed Form 4 for ABIOMED INC on 27 Dec 2022.

Key facts

  • This page summarizes Dorothy E. Puhy's Form 4 filing for ABIOMED INC.
  • 2 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 27 Dec 2022, 19:44.

Change

  • Previous filing in this sequence was filed on 12 Aug 2022.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

NASD transaction

Common Stock, $0.01 par value

Disposed to Issuer

Transaction value
$0
Shares
-3,255
Change %
-100%
Price
$0.000000*
Shares after
0
Date
22 Dec 2022
Ownership
Direct
Footnotes
F1, F2, F3
NASD transaction

Common Stock, $0.01 par value

Disposed to Issuer

Transaction value
$0
Shares
-11,335
Change %
-100%
Price
$0.000000*
Shares after
0
Date
22 Dec 2022
Ownership
Direct
Footnotes
F1
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Dorothy E. Puhy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote F1

Disposed in connection with transactions contemplated by the Agreement and Plan of Merger, dated as of October 31, 2022 (the "Merger Agreement"), by and among the Issuer, Johnson & Johnson ("Parent") and Athos Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. As a result of the Merger, each outstanding share of common stock, par value $0.01 per share, of the Issuer (the "Issuer Share") was automatically converted into the right to receive (i) an amount in cash equal to $380.00 (the "Cash Amount"), plus (ii) one non-tradeable contingent value right (the "CVR"), representing the right to receive contingent payments of up to $35.00 per Issuer Share, payable upon the achievement of certain specified milestones set out in the Contingent Value Rights Agreement.

Footnote F2

Pursuant to the Merger Agreement, each award of restricted stock units, excluding any award of restricted stock units with vesting subject to performance-based conditions ("Company RSU Award"), outstanding as of immediately prior to the effective time of the Merger (the "Effective Time") was canceled and converted into the right to receive (i) an amount in cash, without interest, equal to the product of (A) the aggregate number of Issuer Shares underlying such Company RSU Award and (B) the Cash Amount and (ii) one CVR per Issuer Share underlying such Company RSU Award immediately prior to the Effective Time.

Footnote F3

Reflects the correction of an immaterial error in the balance reported in the reporting person's Form 4 filed on August 12, 2022.

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