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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cardiodynamics International (MM) | NASDAQ:CDIC | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 1.34 | 0 | 01:00:00 |
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
|
OMB APPROVAL
OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5 |
|
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person
*
LOOMIS STEVE |
2. Issuer Name
and
Ticker or Trading Symbol
CARDIODYNAMICS INTERNATIONAL CORP [ CDIC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __ X __ Officer (give title below) _____ Other (specify below) VP Operations, CFO, Secretary |
C/O CARDIODYNAMICS INTERNATIONAL CORP., 6175 NANCY RIDGE DRIVE, SUITE 300 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
SAN DIEGO, CA 92121 |
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 | 8/14/2009 | D (1) | 57214 | D | $1.35 | 0 | D |
|
||
Common Stock | 8/14/2009 | D (1) | 1857 | D | $1.35 | 0 | I (2) | By Trust |
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 | ||||||||
Employee Stock Option (Right to Buy) | $8.33 | 8/14/2009 | D | 5714 | 10/20/2007 (3) | 10/20/2015 | Common Stock | 5714 | $0 | 0 | D |
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Employee Stock Option (Right to Buy) | $6.30 | 8/14/2009 | D | 171 | 10/17/2006 (3) | 10/17/2016 | Common Stock | 171 | $0 | 0 | D |
|
Explanation of Responses: | |
( 1) | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 9, 2009, by and among the Issuer, SonoSite, Inc. and Canada Acquisition Corp., each share of the Issuer's common stock outstanding immediately prior to the effectiveness of the merger on August 14, 2009 was cancelled and converted into the right to receive $1.35 in cash. Shares of restricted common stock held by the reporting person converted into the right to receive $1.35 in cash, subject to the same vesting schedule as the underlying restricted shares, which will be accelerated if the reporting person remains employed with SonoSite for a transitional period following the merger. |
( 2) | Trustee for the Loomis Family Trust dated 11/13/94. |
( 3) | Pursuant to the Merger Agreement, this option was cancelled and no payment or other distribution was received because the exercise price per share exceeded the $1.35 per share merger consideration. |
Reporting Owners
|
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Reporting Owner Name / Address |
|
||||
Director | 10% Owner | Officer | Other | ||
LOOMIS STEVE
C/O CARDIODYNAMICS INTERNATIONAL CORP. 6175 NANCY RIDGE DRIVE, SUITE 300 SAN DIEGO, CA 92121 |
|
|
VP Operations, CFO, Secretary |
|
Signatures
|
||
/s/ Stephen P. Loomis | 8/14/2009 | |
** 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. |
1 Year Cardiodynamics International (MM) Chart |
1 Month Cardiodynamics International (MM) Chart |
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