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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 |
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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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Mitchell Robert D 11 STUDEBAKER IRVINE, CA 92618 |
President, Global Initiatives |
Robert D. Mitchell by Robert J. Krist, Attorney-in-Fact for Reporting Person | 01/13/2011 | |
**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) | These shares of common stock were omitted from Mr. Mitchell's original Form 4. Mr. Mitchell acquired these shares of common stock on December 10, 2010, as closing consideration upon completion of Endologix, Inc.'s acquisition of Nellix, Inc. by merger pursuant to the terms of the Merger Agreement between Endologix, Inc. and Nellix, Inc. The price per share of the shares of common stock issued at the closing of the merger was $4.731, which represented the average per share closing price of common stock for the 30 consecutive trading days ending on the third trading day immediately preceding the date of the first public announcement of the merger. The Merger Agreement further provides that the former stockholders of Nellix, Inc. may receive additional shares of common stock pursuant to the terms and formulas set forth in the Merger Agreement if Endologix, Inc. achieves the OUS Milestone (as defined in the Merger Agreement) and/or the PMA Milestone (as defined in the Merger Agreement). |
Remarks: These shares of common stock were omitted from Mr. Mitchell's original Form 4. Mr. Mitchell acquired these shares of common stock on December 10, 2010, as closing consideration upon completion of Endologix, Inc.'s acquisition of Nellix, Inc. by merger pursuant to the terms of the Merger Agreement between Endologix, Inc. and Nellix, Inc. The price per share of the shares of common stock issued at the closing of the merger was $4.731, which represented the average per share closing price of common stock for the 30 consecutive trading days ending on the third trading day immediately preceding the date of the first public announcement of the merger. The Merger Agreement further provides that the former stockholders of Nellix, Inc. may receive additional shares of common stock pursuant to the terms and formulas set forth in the Merger Agreement if Endologix, Inc. achieves the OUS Milestone (as defined in the Merger Agreement) and/or the PMA Milestone (as defined in the Merger Agreement). Mr. Mitchell's right to receive additional shares of common stock became fixed and irrevocable on December 10, 2010, the effective date of the merger. |