Statement of Changes in Beneficial Ownership (4)
October 08 2015 - 4:58PM
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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Lehman David Aaron
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2. Issuer Name
and
Ticker or Trading Symbol
THORATEC CORP
[
THOR
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
SVP and General Counsel
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(Last)
(First)
(Middle)
6035 STONERIDGE DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
10/8/2015
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(Street)
PLEASANTON, CA 94588
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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10/1/2015
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G
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1263
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D
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$0.00
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53512
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D
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Common Stock
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10/8/2015
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A
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18143
(1)
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A
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$0.00
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71655
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D
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Common Stock
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10/8/2015
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D
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71655
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D
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$63.50
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Non-Qualified Stock Options (Right to Buy)
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$14.97
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10/8/2015
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D
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21000
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(2)
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2/27/2018
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Common Stock
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21000
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$48.53
(2)
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0
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D
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Non-Qualified Stock Options (Right to Buy)
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$23.93
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10/8/2015
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D
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13637
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(2)
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2/25/2019
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Common Stock
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13637
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$39.57
(2)
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0
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D
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Non-Qualified Stock Options (Right to Buy)
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$29.81
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10/8/2015
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D
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23468
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(2)
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3/3/2020
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Common Stock
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23468
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$33.69
(2)
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0
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D
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Non-Qualified Stock Options (Right to Buy)
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$27.30
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10/8/2015
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D
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30000
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(2)
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3/1/2021
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Common Stock
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30000
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$36.20
(2)
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0
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D
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Non-Qualified Stock Options (Right to Buy)
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$33.99
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10/8/2015
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D
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28379
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(3)
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3/9/2022
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Common Stock
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28379
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$29.51
(3)
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0
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D
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Non-Qualified Stock Options (Right to Buy)
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$35.68
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10/8/2015
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D
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28335
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(4)
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3/7/2023
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Common Stock
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28335
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$27.82
(4)
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0
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D
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Non-Qualified Stock Options (Right to Buy)
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$35.00
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10/8/2015
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D
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26697
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(5)
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3/17/2024
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Common Stock
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26697
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$28.50
(5)
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0
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D
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Explanation of Responses:
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(
1)
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Represents time based vesting Restricted Stock Units ("RSUs") issued upon the settlement of Performance Share Units ("PSUs") of the Issuer. The PSUs were accelerated in full (with performance-based conditions for such units treated as having been obtained at the "maximum" level), and, immediately thereafter, vesting of the underlying RSUs were accelerated in full immediately prior to the Issuer's merger with St. Jude Medical, Inc., a Minnesota corporation.
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(
2)
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This option, which is fully vested and exercisable, was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option.
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(
3)
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This option, which provided for vesting in four equal annual installments commencing one year after March 9, 2012, was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option.
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(
4)
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This option, which provided for vesting in four equal annual installments commencing one year after March 7, 2013, was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option.
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(
5)
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This option, which provided for vesting in four equal annual installments commencing one year after March 17, 2014, was cancelled pursuant to the terms and conditions of an Agreement and Plan of Merger executed by the Issuer in exchange for a cash payment equal to (i) the number of shares of Issuer common stock underlying the option multiplied by (ii) the excess of $63.50 over the per share exercise price of such option.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Lehman David Aaron
6035 STONERIDGE DRIVE
PLEASANTON, CA 94588
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SVP and General Counsel
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Signatures
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/s/ David A. Lehman
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10/8/2015
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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