| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FOXHOLLOW TECHNOLOGIES, INC. [ FOXH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/04/2007 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/04/2007 | D | 4,005,636 | D | (1) | 0 | I(2) | By Simpson Family Trust | ||
| Common Stock | 10/04/2007 | D | 493,990 | D | (3) | 0 | I(4) | By JD Simpson Trust No. 2 | ||
| Common Stock | 10/04/2007 | D | 180,733 | D | (5) | 0 | I(6) | By FoxHollow, L.P. | ||
| Common Stock | 10/04/2007 | D | 202,495 | D | (7) | 0 | I | By John Bush Simpson Annuity Trust | ||
| Common Stock | 10/04/2007 | D | 202,495 | D | (7) | 0 | I | By Rita Lynn Simpson Annuity Trust | ||
| Common Stock | 10/04/2007 | D | 201,228 | D | (8) | 0 | I | By John Simpson Annuity Trust 3 | ||
| Common Stock | 10/04/2007 | D | 201,228 | D | (8) | 0 | I | By Rita Lynn Simpson Annuity Trust 3 | ||
| Common Stock | 10/04/2007 | D | 33,230 | D | (9) | 0 | I | By spouse | ||
| Common Stock | 10/04/2007 | D | 334(10) | D | (11) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Employee Stock Option (right to buy) | $20.94 | 10/04/2007 | D | 50,000 | (12) | 04/10/2017 | Common Stock | 50,000 | (13) | 0 | D | ||||
| Restricted Stock Units with Performance Based Vesting | $0 | 10/04/2007 | D | 41,250 | (14) | (14) | Common Stock | 41,250 | (15) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the merger of a wholly-owned subsidiary of ev3 Inc. ("ev3") with and into FoxHollow Technologies, Inc. (the "Merger"), such shares were disposed of in exchange for 5,808,172 shares of ev3 common stock, having a market value of $16.64 per share on the effective date of the Merger and $11,105,499 in cash. |
| 2. These shares are held by the Simpson Family Trust, of which Dr. Simpson serves as a trustee. Dr. Simpson disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 3. Pursuant to the Merger, such shares were disposed of in exchange for 716,285 shares of ev3 common stock, having a market value of $16.64 per share on the effective date of the Merger and $1,358,472.50 in cash. |
| 4. The shares are held in a trust for the benefit of Dr. Simpson's son, of which Dr. Simpson serves as a trustee. Dr. Simpson disclaims beneficial ownership of these shares, and the filing of this report is not an admission that Dr. Simpson is a beneficial owner of these shares for purposes of Section 16 or for any other purpose. |
| 5. Pursuant to the Merger, such shares were disposed of in exchange for 262,062 shares of ev3 common stock, having a market value of $16.64 per share on the effective date of the Merger and $497,015.75 in cash. |
| 6. These shares are held by FoxHollow, L.P., a California Limited Partnership, of which Dr. Simpson serves as a managing member. Dr. Simpson disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. |
| 7. Pursuant to the Merger, such shares were disposed of in exchange for 293,617 shares of ev3 common stock, having a market value of 16.64 per share on the effective date of the Merger and $556,861.25 in cash. |
| 8. Pursuant to the Merger, such shares were disposed of in exchange for 291,780 shares of ev3 common stock, having a market value of $16.64 per share on the effective date of the Merger and $553,377 in cash. |
| 9. Pursuant to the Merger, such shares were disposed of in exchange for 48,183 shares of ev3 common stock, having a market value of $16.64 per share on the effective date of the Merger and $91,382.50 in cash. |
| 10. These shares were acquired under the FoxHollow Technolgies, Inc. Employee Stock Purchase Plan. |
| 11. Pursuant to the Merger, such shares were disposed of in exchange for 484 shares of ev3 common stock, having a market value of $16.64 per share on the effective date of the Merger and $918.50 in cash. |
| 12. This option becomes exercisable as to 1/2 of the shares on March 6, 2008 and 1/24 of the remaining shares vest and become exercisable each month thereafter for 24 months. |
| 13. This option was assumed by ev3 in the Merger and replaced with an option to purchase 80,900 shares of ev3 common stock for an exercise price of $12.94 per share. |
| 14. The restricted stock unit represents a contingent right to receive the maximum number of shares of ev3 common stock at a future date or event assuming that the maximum targets are achieved. |
| 15. This restricted stock unit was assumed by ev3 in the Merger and replaced with a restricted stock unit with the contingent right to receive 40,450 shares of ev3 common stock. The restricted stock unit will vest with respect to 50% of the unvested shares on October 4, 2007 and with respect to the remaining unvested shares on October 4, 2008. |
| /s/ John B. Simpson | 10/04/2007 | |
| ** 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 Number. | ||