|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
| |||||||||||||||||||||||||||||||||||||||||||||||||
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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 | ||||||||
| Performance Stock | (5) | 02/23/2016 | A | 14,800 | (5) | (5) | Common Stock | 14,800 | $ 0 | 21,789 (6) | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Arduini Peter J 311 C ENTERPRISE DRIVE PLAINSBORO, NJ 08536 |
X | President & CEO | ||
| /s/ Richard D. Gorelick; Attorney-in-Fact | 02/25/2016 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On February 23, 2016, the Compensation Committee certified that the Company achieved (i) its performance goal for fiscal year 2015, at least a 3% increase in annual revenue over the prior fiscal year, under the March 25, 2013 Performance Stock Award and (ii) the catch-up performance goal during the performance period from 2013 through 2015 for the March 25, 2013 Performance Stock Award, a compound annual growth rate in the Company's annual revenue equal to or greater than 3% from the Company's 2012 fiscal year. Accordingly, 67% of the shares will vest on March 25, 2016, the third anniversary of the grant date. |
| (2) | Includes 464 shares of common stock issued as restricted stock pursuant to the anti-dilution provisions of the award in connection with the spin-off of SeaSpine Holdings Corporation on July 1, 2015. |
| (3) | On February 23, 2016, the Compensation Committee certified that the Company achieved its performance goal for fiscal year 2015, at least a 3% increase in annual revenue over the prior fiscal year, under the March 24, 2014 Performance Stock Award. Accordingly, 33% of the shares will vest on March 24, 2016, the second anniversary of the grant date. |
| (4) | On February 23, 2016, the Compensation Committee certified that the Company achieved its performance goal for fiscal year 2015, at least a 3% increase in annual revenue over the prior fiscal year, under the March 23, 2015 Performance Stock Award. Accordingly, 33% of the shares will vest on March 23, 2016, the first anniversary of the grant date. |
| (5) | On February 23,2016,the Compensation Committee certified that the Company achieved (i)its performance goal for fiscal year 2015, at least a 3% increase in annual revenue over the prior fiscal year, under the March 25,2013 Performance StockAward and (ii)the catch-up performance goal during the performance period from 2013 through 2015 for the March 25,2013 Performance Stock Award, a compound annual growth rate in the Company's annual revenue equal to or greater than 3% from the Company's 2012 fiscal year.Accordingly, 67% of the shares will vest on March 25,2016,the third anniversary of the grant date and will be distributed to Mr.Arduini within 30 days following the first business day that occurs immediately following the six month period after the date of his separation of service as deferred compensation.This performance stock award is subject to accelerated vesting upon termination of employment by reason of death,disability,without cause,or termination by Mr. Arduini for good reason |
| (6) | Includes 942 shares of common stock issued as deferred performance stock pursuant to the anti-dilution provisions of the award in connection with the spin-off of SeaSpine Holdings Corporation on July 1, 2015. |