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SONO Sonos Inc

14.38
0.38 (2.71%)
Last Updated: 15:04:40
Delayed by 15 minutes
Share Name Share Symbol Market Type
Sonos Inc NASDAQ:SONO NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.38 2.71% 14.38 14.37 14.38 14.515 14.20 14.20 159,888 15:04:40

- Initial Statement of Beneficial Ownership (3)

16/02/2012 2:36pm

Edgar (US Regulatory)


FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

OMB APPROVAL
OMB Number: 3235-0104
Expires: November 30, 2011
Estimated average burden
hours per response...
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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(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FUJIFILM Holdings Corp

2. Date of Event Requiring Statement (MM/DD/YYYY)
2/16/2012 

3. Issuer Name and Ticker or Trading Symbol

SONOSITE INC [SONO]

(Last)        (First)        (Middle)

7-3, AKASAKA 9-CHOME, MINATO-KU

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

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

(Street)

TOKYO, M0 107-0052       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   13748129   (1) (2) I   By Salmon Acquisition Corporation  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  FUJIFILM Holdings Corporation, Salmon Acquisition Corporation (the "Purchaser") and SonoSite, Inc. entered into an Agreement and Plan of Merger, dated as of December 15, 2011 (the "Merger Agreement"). Pursuant to the Merger Agreement, and upon the terms and subject to the conditions thereof, Purchaser commenced a tender offer (the "Offer") to purchase all of the outstanding shares, at a price of $54.00 per share in cash, without interest and subject to applicable withholding taxes on January 17, 2012.
( 2)  The initial offering period of the Offer expired at 5:00 P.M., New York City time, on Wednesday, February 15, 2012. An aggregate of 11,654,621 shares were validly tendered and not withdrawn prior to the expiration of the Offer, representing approximately 82.56% of the shares. Purchaser also received commitments to tender approximately 2,093,508 additional shares under the guaranteed delivery procedures of the Offer. On February 16, 2012, Purchaser accepted for payment all shares that were validly tendered in the initial offering period of the Offer and not withdrawn. Purchaser is the owner of the shares purchased in the Offer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
FUJIFILM Holdings Corp
7-3, AKASAKA 9-CHOME, MINATO-KU
TOKYO, M0 107-0052

X

Salmon Acquisition Corp
200 SUMMIT LAKE DRIVE
VALHALLA, NY 10595-1356

X


Signatures
/s/ Shigehiro Nakajima - Representative Director; Executive Vice President 2/16/2012
** Signature of Reporting Person Date

/s/ Toru Takahashi - Vice President 2/16/2012
** 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 5(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.

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