- Statement of Changes in Beneficial Ownership (4)
May 22 2009 - 5:55PM
Edgar (US Regulatory)
FORM 4
[ ]
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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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Unkart Edward W
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2. Issuer Name
and
Ticker or Trading Symbol
VNUS MEDICAL TECHNOLOGIES INC
[
VNUS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
C/O VNUS MEDICAL TECHNOLOGIES, INC., 5799 FONTANOSO WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/20/2009
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(Street)
SAN JOSE, CA 95138
(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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5/20/2009
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A
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5000
(1)
(2)
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A
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$0.00
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10250
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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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Explanation of Responses:
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(
1)
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The Reporting Person is entitled to receive one (1) share of common stock for each one (1) restricted stock unit. 25% of the restricted stock units vest every three (3) months measured from May 20, 2009, such that 100% of the restricted stock units will be fully vested on May 20, 2010.
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(
2)
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Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 7, 2009, by and among VNUS Medical Technologies, Inc. (the "Company"), Covidien Group S.a.r.l. and Covidien Delaware Corp., 1,250 of the 5,000 restricted stock units set forth above which are outstanding immediately prior to the Effective Time of the Merger (each as defined in the Merger Agreement) will become vested and will be cancelled at the Effective Time in exchange for an amount in cash equal to the product of the per share Consideration (as defined in the Merger Agreement) and the number of shares of common stock of the Company into which the vested portion of such restricted stock units would otherwise be convertible.
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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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Unkart Edward W
C/O VNUS MEDICAL TECHNOLOGIES, INC.
5799 FONTANOSO WAY
SAN JOSE, CA 95138
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X
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Signatures
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/s/ Cindee Van Vleck, Attorney-in-Fact for Edward W. Unkart
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5/22/2009
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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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