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Share Name | Share Symbol | Market | Type |
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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 |
FORM 3
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Washington, D.C. 20549 |
OMB APPROVAL
OMB Number: 3235-0104 Expires: November 30, 2011 Estimated average burden hours per response... 0.5 |
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1. Name and Address of Reporting Person * FUJIFILM Holdings Corp |
2. Date of Event Requiring Statement (MM/DD/YYYY)
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3. Issuer Name and Ticker or Trading Symbol SONOSITE INC [SONO] |
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
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X
___ 10% Owner
_____ Officer (give title below) _____ Other (specify below) |
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 |
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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) |
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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) |
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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
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Reporting Owner Name / Address |
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Director | 10% Owner | Officer | Other | ||
FUJIFILM Holdings Corp
7-3, AKASAKA 9-CHOME, MINATO-KU TOKYO, M0 107-0052 |
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X |
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Salmon Acquisition Corp
200 SUMMIT LAKE DRIVE VALHALLA, NY 10595-1356 |
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X |
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Signatures
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/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. |
1 Year Sonos Chart |
1 Month Sonos Chart |
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