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*
Capper Joseph H

(Last) (First) (Middle)
1000 CEDAR HOLLOW ROAD

(Street)
MALVERN PA 19355

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BIOTELEMETRY, INC. [ BEAT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President & CEO
3. Date of Earliest Transaction (Month/Day/Year)
02/09/2021
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)
Code V Amount (A) or (D) Price
Common Stock 12/28/2020 G V 1,400 D $0.00 166,972 D
Common Stock 12/29/2020 G V 1,400 D $0.00 165,572 D
Common Stock 02/03/2021 G V 1,400 D $0.00 164,172 D
Common Stock 02/03/2021 G V 1,400 D $0.00 162,772 D
Common Stock 02/09/2021 D 162,772(1)(2) D $72 0 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $4.67 02/09/2021 D 54,235 (3) 03/04/2021 Common Stock 54,235 $67.33 0 D
Stock Options (Right to Buy) $2.8 02/09/2021 D 313,232 (3) 02/21/2022 Common Stock 313,232 $69.2 0 D
Stock Options (Right to Buy) $2.54 02/09/2021 D 257,177 (3) 02/19/2023 Common Stock 257,177 $69.46 0 D
Stock Options (Right to Buy) $8.68 02/09/2021 D 104,468 (3) 02/14/2024 Common Stock 104,468 $63.32 0 D
Stock Options (Right to Buy) $10.36 02/09/2021 D 122,538 (3) 02/16/2025 Common Stock 122,538 $61.64 0 D
Stock Options (Right to Buy) $9.57 02/09/2021 D 94,752 (3) 02/15/2026 Common Stock 94,752 $62.43 0 D
Stock Options (Right to Buy) $24.65 02/09/2021 D 45,917 (3) 02/14/2027 Common Stock 45,917 $47.35 0 D
Stock Options (Right to Buy) $33.35 02/09/2021 D 49,604 (3) 02/14/2028 Common Stock 49,604 $38.65 0 D
Stock Options (Right to Buy) $53.22 02/09/2021 D 42,291 (3) 02/17/2030 Common Stock 42,291 $18.78 0 D
Performance Stock Units $0.00 02/09/2021 D 20,834 (4) 02/14/2021 Common Stock 20,834 $72 0 D
Performance Stock Units $0.00 02/09/2021 D 10,946 (4) 02/14/2022 Common Stock 10,946 $72 0 D
Performance Stock Units $0.00 02/09/2021 D 17,762 (4) (4) Common Stock 17,762 $72 0 D
Explanation of Responses:
1. Per the terms of the Agreement and Plan of Merger, dated as of December 18, 2020, among the Company, Philips Holding USA Inc., a Delaware corporation, and Davies Merger Sub, Inc., a Delaware corporation (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Company common stock was validly tendered for $72.00 per share in cash (the "Offer Price"), less any applicable withholding taxes.
2. Includes 49,542 restricted stock units that, pursuant to the Merger Agreement, were cancelled at the Effective Time of the Merger (both as defined in the Merger Agreement) and converted into the right to receive the Offer Price, less any applicable withholding taxes.
3. Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of the Effective Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive cash in an amount equal to the product of (i) the total number of shares of Company common stock subject to such stock option immediately prior to the Effective Time, and (ii) the excess, if any, of the Offer Price over the exercise price per share of such stock option, less applicable withholding taxes.
4. Per the terms of the Merger Agreement, each performance stock unit ("PSU") that was outstanding as of the Effective Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive cash equal to the product of (i) the total number of shares of Company common stock subject to such PSU that would have vested if the applicable performance period ended immediately prior to the Effective Time (assuming that any applicable performance conditions were deemed to be achieved at the target performance level), multiplied by (ii) the Offer Price, less applicable withholding taxes.
Remarks:
/s/ Cody Wm. Cowper, Attorney-in-Fact 02/11/2021
** Signature of Reporting Person Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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