Statement of Changes in Beneficial Ownership (4)
June 26 2018 - 2:01PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
|
OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
|
|
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
|
|
1. Name and Address of Reporting Person
*
Fry John J
|
2. Issuer Name
and
Ticker or Trading Symbol
ANALOGIC CORP
[
ALOG
]
|
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
See Remarks
|
(Last)
(First)
(Middle)
C/O ANALOGIC CORPORATION, 8 CENTENNIAL DRIVE
|
3. Date of Earliest Transaction
(MM/DD/YYYY)
6/22/2018
|
(Street)
PEABODY, MA 01960
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
|
1.Title of Security
(Instr. 3)
|
2. Trans. Date
|
2A. Deemed Execution Date, if any
|
3. Trans. Code
(Instr. 8)
|
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
|
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
|
7. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
Amount
|
(A) or (D)
|
Price
|
Common Stock
|
6/22/2018
|
|
M
|
|
7116
|
A
|
(3)
|
25317
|
D
|
|
Common Stock
|
6/22/2018
|
|
M
|
|
8116
|
A
|
(4)
|
33433
|
D
|
|
Common Stock
|
6/22/2018
|
|
D
|
|
33433
|
D
|
$84.00
(1)
|
0
|
D
|
|
Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
|
1. Title of Derivate Security
(Instr. 3)
|
2. Conversion or Exercise Price of Derivative Security
|
3. Trans. Date
|
3A. Deemed Execution Date, if any
|
4. Trans. Code
(Instr. 8)
|
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
|
6. Date Exercisable and Expiration Date
|
7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
|
8. Price of Derivative Security
(Instr. 5)
|
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
|
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
|
11. Nature of Indirect Beneficial Ownership (Instr. 4)
|
Code
|
V
|
(A)
|
(D)
|
Date Exercisable
|
Expiration Date
|
Title
|
Amount or Number of Shares
|
Non-Qualified Stock Option (Right to Buy)
|
$0.00
|
6/22/2018
|
|
M
|
|
|
3927
|
(2)
|
(2)
|
Common Stock
|
3927
|
(2)
|
0
|
D
|
|
Non-Qualified Stock Option (Right to Buy)
|
$71.09
|
6/22/2018
|
|
M
|
|
|
7420
|
(2)
|
(2)
|
Common Stock
|
7420
|
(2)
|
0
|
D
|
|
Non-Qualified Stock Option (Right to Buy)
|
$77.08
|
6/22/2018
|
|
M
|
|
|
6913
|
(2)
|
(2)
|
Common Stock
|
6913
|
(2)
|
0
|
D
|
|
Non-Qualified Stock Option (Right to Buy)
|
$70.04
|
6/22/2018
|
|
M
|
|
|
7312
|
(2)
|
(2)
|
Common Stock
|
7312
|
(2)
|
0
|
D
|
|
Restricted Stock Units
|
(3)
|
6/22/2018
|
|
M
|
|
|
7116
|
(3)
|
(3)
|
Common Stock
|
7116
|
(3)
|
0
|
D
|
|
Restricted Stock Units
|
(4)
|
6/22/2018
|
|
M
|
|
|
8116
|
(4)
|
(4)
|
Common Stock
|
8116
|
(4)
|
0
|
D
|
|
Explanation of Responses:
|
(1)
|
On June 22, 2018, pursuant to the Agreement and Plan of Merger, by and among the issuer, AC Merger Sub, Inc. ("Merger Sub") and ANLG Holding Company, Inc. ("Parent"), dated April 10, 2018 (the "Merger Agreement"), Merger Sub merged with and into the issuer (the "Merger"), with the issuer surviving the Merger as a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the effective time of the Merger, the shares of Common Stock automatically converted into the right to receive $84.00 per share in cash (the "Merger Consideration").
|
(2)
|
Effective as of immediately prior to the effective time of the Merger, each then-outstanding and unexercised stock option of the issuer with an exercise price less than $84.00 was automatically canceled and converted into the right to receive from the surviving corporation an amount of cash equal to the product of (i) the total number of shares of Common Stock then underlying such stock option multiplied by (ii) the excess of the $84.00 over the exercise price per share of such stock option, on the terms set forth in the Merger Agreement.
|
(3)
|
Represents unvested time-based restricted stock unit awards that became vested and were converted in the Merger into the right to receive the Merger Consideration. Pursuant to the terms of the Merger Agreement, each outstanding and unvested time-based restricted share unit as of immediately prior to the Effective Time vested in full and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share.
|
(4)
|
Represents unvested performance-based share unit awards that became vested and were converted in the Merger into the right to receive the Merger Consideration. Pursuant to the terms of the Merger Agreement, each outstanding and unvested performance-based restricted share unit as of immediately prior to the Effective Time vested with respect to the number of shares of Common Stock that would have been earned in accordance with the methodology set forth in the applicable award agreement or previously established by the Compensation Committee of the issuer's Board of Directors and was automatically canceled and converted into the right to receive the Merger Consideration for each underlying share.
|
Remarks:
Senior Vice President, General Counsel and Secretary
|
Reporting Owners
|
Reporting Owner Name / Address
|
Relationships
|
Director
|
10% Owner
|
Officer
|
Other
|
Fry John J
C/O ANALOGIC CORPORATION
8 CENTENNIAL DRIVE
PEABODY, MA 01960
|
|
|
See Remarks
|
|
Signatures
|
/s/ John J. Fry
|
|
6/26/2018
|
**
Signature of Reporting Person
|
Date
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
|
*
|
If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
|
**
|
Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
Note:
|
File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
|
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
|
Analogic (NASDAQ:ALOG)
Historical Stock Chart
From Nov 2024 to Dec 2024
Analogic (NASDAQ:ALOG)
Historical Stock Chart
From Dec 2023 to Dec 2024