SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Cannon Louis A

(Last)

(First)

(Middle)

309 WAVERLEY OAKS ROAD, SUITE 105

(Street)

WALTHAM

02452

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Corindus Vascular Robotics, Inc. [ CVRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/29/2019		D⁽¹⁾		303,440⁽²⁾	D	$4.28⁽³⁾⁽⁴⁾	0	D⁽⁵⁾
Common Stock	10/29/2019		D⁽¹⁾		573,798	D	$4.28⁽³⁾	0	I	See footnote⁽⁶⁾
Common Stock	10/29/2019		D⁽¹⁾		7,557,436	D	$4.28⁽³⁾	0	I	See footnote⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified stock option (right to buy)	$1.68	10/29/2019		D⁽¹⁾			5,332	⁽⁸⁾	06/21/2027	Common Stock	5,332	$2.6⁽⁹⁾	0	D
Non-qualified stock option (right to buy)	$1.68	10/29/2019		D⁽¹⁾			17,857	⁽⁸⁾	06/21/2027	Common Stock	17,857	$2.6⁽⁹⁾	0	D
Non-qualified stock option (right to buy)	$1.85	10/29/2019		D⁽¹⁾			5,566	⁽⁸⁾	06/25/2027	Common Stock	5,566	$2.43⁽⁹⁾	0	D
Non-qualified stock option (right to buy)	$0.9702	10/29/2019		D⁽¹⁾			3,607	⁽⁸⁾	11/01/2027	Common Stock	3,607	$3.3098⁽⁹⁾	0	D
Series A Preferred Stock	$1.25	10/29/2019		D⁽¹⁾			40,000	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	800,000	$85.6⁽¹²⁾	0	I	See footnote⁽⁷⁾
Series A-1 Preferred Stock	$1.25	10/29/2019		D⁽¹⁾			7,798.609	⁽¹⁰⁾	⁽¹¹⁾	Common Stock	115,972	$85.6⁽¹³⁾	0	I	See footnote⁽⁷⁾
Common Stock Purchase Warrant	$1.4	10/29/2019		D⁽¹⁾			350,000	09/16/2018	03/16/2028	Common Stock	350,000	$2.88⁽¹⁴⁾	0	I	See footnote⁽⁷⁾

Explanation of Responses:

1. On October 29, 2019, Siemens Medical Solutions USA, Inc., a Delaware corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Corpus Merger Inc., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of August 7, 2019 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").

2. These shares represent 282,703 shares of the Issuer's common stock and 20,737 restricted stock units ("RSUs").

3. At the effective time of the Merger (the "Effective Time"), which occurred on October 29, 2019, each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $4.28 in cash, without interest and less any applicable withholding taxes.

4. At the Effective Time, each outstanding RSU converted into the right to receive a cash payment equal to the product of (i) $4.28 and (ii) the number of shares of the Issuer's common stock underlying the RSU as of the Effective Time, without interest and net of any applicable withholding taxes.

5. Of the 282,703 shares of the Issuer's common stock, 175,801 were held in Cardiac & Vascular Research Center 401k FBO Louis A Cannon; the remaining shares were held directly.

6. Securities were directly owned by BioStar Ventures III-XF, L.P. Dr. Cannon is the founder and Senior Managing Director of BioStar Ventures III-XF, L.P. and, as such, may be deemed to beneficially own the securities held of record by BioStar Ventures III-XF, L.P. for purposes of Rule 16a-1(a). Dr. Cannon disclaims any beneficial ownership of the securities reported except to the extent of any pecuniary interest therein.

7. Securities were directly owned by BioStar Ventures III, L.P. Dr. Cannon is the founder and Senior Managing Director of BioStar Ventures III, L.P. and, as such, may be deemed to beneficially own the securities held of record by BioStar Ventures III, L.P. for purposes of Rule 16a-1(a). Dr. Cannon disclaims any beneficial ownership of the securities reported except to the extent of any pecuniary interest therein.

8. This option provided for vesting over a period of three years with 33.33% vesting on the first anniversary of issuance and 8.334% vesting at the end of each calendar quarter thereafter.

9. At the Effective Time, each outstanding and unexercised option to purchase shares of the Issuer's common stock automatically converted into the right to receive a cash payment equal to the product of (i) the excess, if any, of $4.28 over the per share exercise price of such option, and (ii) the number of shares of the Issuer's common stock subject to such option as of the Effective Time, without interest and net of any applicable withholding taxes.

10. The holders of shares of Series A Preferred Stock and Series A-1 Preferred Stock may have, at any time and from time to time, at such holder's option, converted all or any portion of such holder's shares of Series A Preferred Stock or Series A-1 Preferred Stock into fully paid and non-assessable shares of the Issuer's common stock.

11. The Series A Preferred Stock and Series A-1 Preferred Stock were perpetual and therefore had no expiration date.

12. At the Effective Time, each outstanding share of the Issuer's Series A Preferred Stock automatically converted into the right to receive $85.60, without interest and less any applicable withholding taxes.

13. At the Effective Time, each outstanding share of the Issuer's Series A-1 Preferred Stock automatically converted into the right to receive $85.60, without interest and less any applicable withholding taxes.

14. At the Effective Time, each outstanding warrant to purchase shares of the Issuer's common stock automatically converted into the right to receive a cash payment (without interest) equal to (i) the product of (a) the excess, if any, of (1) $4.28 over (2) the per share exercise price of such warrant, and (b) the number of shares of the Issuer's common stock subject to such warrant as of the Effective Time, less (ii) any applicable withholding taxes.

	/s/ Louis A. Cannon	10/31/2019
	** Signature of Reporting Person	Date
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