Sec Form 4 Filing - Ruedy Richard @ Silk Road Medical Inc - 2024-09-17

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
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
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Ruedy Richard
2. Issuer Name and Ticker or Trading Symbol
Silk Road Medical Inc [ SILK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVPClin&Reg.Affairs&QA
(Last) (First) (Middle)
1213 INNSBRUCK DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
09/17/2024
(Street)
SUNNYVALE, CA94089
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/17/2024 D 205,711 ( 1 ) D 0 D
Common Stock 09/17/2024 A 26,250 ( 4 ) A $ 0 26,250 D
Common Stock 09/17/2024 D 26,250 D 0 D
Common Stock 09/17/2024 D 70 D 0 I By Spouse
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Employee Stock Option (right to buy) $ 1.6 09/17/2024 D 25,925 ( 6 ) 08/04/2026 Common Stock 25,925 $ 25.9 0 D
Employee Stock Option (right to buy) $ 4.73 09/17/2024 D 28,888 ( 7 ) 11/30/2027 Common Stock 28,888 $ 22.77 0 D
Employee Stock Option (right to buy) $ 8.27 09/17/2024 D 4 ( 8 ) 09/30/2026 Common Stock 4 $ 19.23 0 D
Employee Stock Option (right to buy) $ 20 09/17/2024 D 90,740 ( 9 ) 04/03/2029 Common Stock 90,740 $ 7.5 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ruedy Richard
1213 INNSBRUCK DRIVE
SUNNYVALE, CA94089
EVPClin&Reg.Affairs&QA
Signatures
/s/ Mhairi Jones, by power of attorney 09/18/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Of the reported shares, 87,084 are represented by restricted stock units, or RSUs, each of which represents a contingent right to receive one share of Issuer common stock.
( 2 )Pursuant to the Agreement and Plan of Merger dated June 17, 2024, between the Issuer, Boston Scientific Corporation and Seminole Merger Sub, Inc, (the "Merger Agreement"), each share of Issuer common stock was canceled and converted into the right to receive $27.50 per share in cash (the "Merger Consideration"), without interest and subject to applicable withholding taxes.
( 3 )Pursuant to the Merger Agreement, each RSU was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares underlying the RSUs, less applicable taxes and authorized deductions.
( 4 )Immediately prior to the effective time of the merger, certain RSUs subject to the achievement of performance-based criteria, or PSUs, were deemed achieved and certified by the Issuer's compensation committee.
( 5 )Pursuant to the Merger Agreement, each PSU was canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the Merger Consideration and (ii) the aggregate number of shares underlying the PSUs, less applicable taxes and authorized deductions.
( 6 )The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $671,457.50, which represents the difference between (i) the amount by which the Merger Consideration exceeded the exercise price of the option per share option and (ii) the aggregate number of shares remaining issuable upon exercise of the option, less applicable taxes and authorized deductions.
( 7 )The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $657,779.76, which represents the difference between (i) the amount by which the Merger Consideration exceeded the exercise price of the option per share option and (ii) the aggregate number of shares remaining issuable upon exercise of the option, less applicable taxes and authorized deductions.
( 8 )The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $76.92, which represents the difference between (i) the amount by which the Merger Consideration exceeded the exercise price of the option per share option and (ii) the aggregate number of shares remaining issuable upon exercise of the option, less applicable taxes and authorized deductions.
( 9 )The shares subject to the option are fully vested and immediately exercisable. Pursuant to the Merger Agreement, the option was cancelled in exchange for a cash payment of $680,550.00, which represents the difference between (i) the amount by which the Merger Consideration exceeded the exercise price of the option per share option and (ii) the aggregate number of shares remaining issuable upon exercise of the option, less applicable taxes and authorized deductions.

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.