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^*

McDonnell Leslie L

(Last)

(First)

(Middle)

C/O IRADIMED CORPORATION

1025 WILLA SPRINGS DR.

(Street)

WINTER SPRINGS

32708

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
IRADIMED CORP [ IRMD ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/28/2020

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	05/28/2020		M⁽¹⁾		101,936	A	$0	151,936	D
Common Stock	05/28/2020		F		30,603⁽²⁾	D	$22.31	121,333	D

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)
Restricted Stock Units	⁽³⁾	05/28/2020		M⁽¹⁾			2,867⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	7,284	$0	4,417	D
Restricted Stock Units	⁽³⁾	05/28/2020		M⁽¹⁾			27,736⁽²⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	94,652	$0	71,333	D
Stock Option (Right to Buy)	$21.13							⁽⁵⁾	⁽⁶⁾	Common Stock	50,000		121,333	D

Explanation of Responses:

1. As previously disclosed, the reporting person received restricted stock units under the Issuer's 2014 Equity Incentive Plan on August 19, 2019 and December 7, 2019, respectively. Pursuant to the reporting person's employment agreement with the Issuer (the "Employment Agreement"), upon her separation from the issuer without Cause (as defined in the Employment Agreement) on May 28, 2020 (the "Separation Date"), all of her unvested restricted stock units accelerated and vested on the Separation Date as follows: (i) 94,652 unvested restricted stock units accelerated and vested from the August 19, 2019 grant and (ii) 7,284 unvested restricted stock units accelerated and vested from the December 7, 2019 grant (collectively, the "RSUs").

2. Shares surrendered to the Issuer for payment of tax liability incident to the accelerated vesting of a total of 101,936 restricted stock units.

3. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock.

4. All of the unvested RSUs were accelerated on the Separation Date pursuant to the terms of the Employment Agreement.

5. Pursuant to Employment Agreement, all stock options are fully vested as of the Separation Date.

6. Pursuant to Employment Agreement, all stock options will expire on August 26, 2020.

	/s/ Leslie McDonnell	06/01/2020
	** 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).
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