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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Kinetic Concepts | NYSE:KCI | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 68.47 | 0.00 | 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: November 30, 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
*
Grossman Woodrin |
2. Issuer Name
and
Ticker or Trading Symbol
KINETIC CONCEPTS INC [ KCI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__ X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
C/O KINETIC CONCEPTS, INC., 8023 VANTAGE DR. |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
SAN ANTONIO, TX 78230 |
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 (1) | 11/4/2011 | D | 9933 | D | $68.5 | 0 | D | |||
Common Stock (2) | 11/4/2011 | D | 7838 | D | $68.5 | 0 | D |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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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 | ||||||||
Stock Option (right to buy) (3) | $39.76 | 11/4/2011 | D | 5000 | 11/15/2008 | 11/15/2012 | Common Stock | 5000 | $28.74 (3) | 0 | D | ||||
Stock Option (right to buy) (4) | $39.28 | 11/4/2011 | D | 4500 | 5/23/2009 | 5/23/2013 | Common Stock | 4500 | $29.22 (4) | 0 | D | ||||
Stock Option (right to buy) (5) | $49.22 | 11/4/2011 | D | 4437 | 5/22/2010 | 5/22/2014 | Common Stock | 4437 | $19.28 (5) | 0 | D | ||||
Stock Option (right to buy) (6) | $40.77 | 11/4/2011 | D | 5572 | 5/20/2011 | 5/20/2018 | Common Stock | 5572 | $27.73 (6) | 0 | D | ||||
Stock Option (right to buy) (7) | $25.17 | 11/4/2011 | D | 8547 | 5/27/2012 | 5/27/2019 | Common Stock | 8547 | $43.33 (7) | 0 | D | ||||
Stock Option (right to buy) (8) | $41.72 | 11/4/2011 | D | 5175 | 5/27/2013 | 5/27/2020 | Common Stock | 5175 | $26.78 (8) | 0 | D | ||||
Restricted Stock Unit (9) | (9) | 11/4/2011 | D | 586 | 5/24/2014 | 5/24/2014 | Common Stock | 586 | $68.5 (9) | 0 | D |
Explanation of Responses: | |
( 1) | Pursuant to the Agreement and Plan of Merger (the "Agreement") by and among Kinetic Concepts, Inc., Chiron Holdings, Inc. and Chiron Merger Sub, Inc., dated as of July 12, 2011, on the effective date of the merger contemplated by the Agreement (the "Merger"), each of these shares of common stock was automatically converted into the right to receive $68.50. |
( 2) | Represents shares of unvested restricted common stock. Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these shares of unvested restricted common stock became fully vested and was converted into the right to receive $68.50. |
( 3) | Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options was cancelled in exchange for a cash payment of $143,700, representing the excess of $68.50 per underlying share of common stock over the $39.76 per share exercise price of the option. |
( 4) | Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options was cancelled in exchange for a cash payment of $131,490, representing the excess of $68.50 per underlying share of common stock over the $39.28 per share exercise price of the option. |
( 5) | Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options was cancelled in exchange for a cash payment of $85,545.36, representing the excess of $68.50 per underlying share of common stock over the $49.22 per share exercise price of the option. |
( 6) | Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options was cancelled in exchange for a cash payment of $154,511.56, representing the excess of $68.50 per underlying share of common stock over the $40.77 per share exercise price of the option. |
( 7) | Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options became fully vested and was cancelled in exchange for a cash payment of $370,341.51, representing the excess of $68.50 per underlying share of common stock over the $25.17 per share exercise price of the option. |
( 8) | Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these options became fully vested and was cancelled in exchange for a cash payment of $138,586.50, representing the excess of $68.50 per underlying share of common stock over the $41.72 per share exercise price of the option. |
( 9) | Pursuant to the terms of the Agreement, on the effective date of the Merger, each of these Restricted Stock Unit awards became fully vested and was cancelled in exchange for a cash payment of $68.50 per underlying share of common stock. |
Reporting Owners
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Reporting Owner Name / Address |
|
||||
Director | 10% Owner | Officer | Other | ||
Grossman Woodrin
C/O KINETIC CONCEPTS, INC. 8023 VANTAGE DR. SAN ANTONIO, TX 78230 |
X |
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Signatures
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/s/ John T. Bibb, Attorney-in-fact | 11/8/2011 | |
** Signature of Reporting Person |
Date
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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 Kinetic Concepts Chart |
1 Month Kinetic Concepts Chart |
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