Kevin J. Ballinger - 31 May 2024 Form 4 Insider Report for Shockwave Medical, Inc.

Footnote 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"),

Footnote 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.