FORM 4
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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
|
OMB APPROVAL
|
Estimated average burden hours per response... | 0.5 |
|
|
(Print or Type Responses)
1. Name and Address of Reporting Person *
|
Ferguson Matthew |
|
2. Issuer Name and Ticker or Trading Symbol FOXHOLLOW TECHNOLOGIES, INC. [FOXH]
|
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
|
_____ 10% Owner
|
__X__ Officer (give title below)
|
_____ Other (specify below)
|
Chief Financial Officer
|
|
C/O FOXHOLLOW TECHNOLOGIES, INC., 740 BAY ROAD |
3. Date of Earliest Transaction (Month/Day/Year) 10/04/2007 |
REDWOOD CITY, CA 94063 |
4. If Amendment, Date 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 | 10/04/2007 |
| D |
| 141,591 (1) | D | (2) |
0
| D |
|
|
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) |
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 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
|
Stock Option (right to buy) |
$28.2 | 10/04/2007 |
| D |
|
| 30,000 |
(3) | 01/31/2015 | Common Stock | 30,000 | (4) |
0
| D |
|
Stock Option (right to buy) |
$30.6 | 10/04/2007 |
| D |
|
| 50,000 |
(5) | 02/17/2016 | Common Stock | 50,000 | (6) |
0
| D |
|
Stock Option (right to buy) |
$20.94 | 10/04/2007 |
| D |
|
| 40,000 |
(7) | 04/10/2017 | Common Stock | 40,000 | (8) |
0
| D |
|
Restricted Stock Units with Performance Based Vesting |
$
0
| 10/04/2007 |
| D |
|
| 33,000 |
(9) |
(9) | Common Stock | 33,000 | (10) |
0
| D |
|
Reporting Owners
Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Ferguson Matthew C/O FOXHOLLOW TECHNOLOGIES, INC. 740 BAY ROAD REDWOOD CITY, CA 94063 |
|
|
Chief Financial Officer |
|
Signatures
/s/ Matthew B. Ferguson | |
10/08/2007 |
**Signature of Reporting Person | Date |
Explanation of Responses:
* | 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) | Includes 161 shares purchased under the FoxHollow Technologies, Inc. Employee Stock Purchase Plan. |
(2) | 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 $3,670,038.72 in cash. |
(3) | This option vests with respect to 1/4 of the shares on January 1, 2006 and 1/36 of the remaining shares vest and become exercisable each month thereafter for 36 months. |
(4) | This option was assumed by ev3 in the Merger and replaced with an option to purchase 48,540 shares of ev3 common stock for an exercise price of $17.43 per share, vesting with respect to 1/12 of the unvested shares on each month thereafter for 12 months beginning on October 4, 2007. |
(5) | This option vests with respect to 1/4 of the shares on February 17, 2007 and 1/36 of the remaining shares vest and become exercisable each month thereafter for 36 months. |
(6) | 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 $18.91 per share, vesting with respect to 1/12 of the unvested shares on each month thereafter for 12 months beginning on October 4, 2007. |
(7) | This option vests with respect to 1/4 of the shares on March 6, 2007 and 1/36 of the remaining shares vest and become exercisable each month thereafter for 36 months. |
(8) | This option was assumed by ev3 in the Merger and replaced with an option to purchase 64,720 shares of ev3 common stock for and exercise price of $12.94 per share, vesting with respect to 1/12 of the unvested shares on each month thereafter for 12 months beginning on October 4, 2007. |
(9) | 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. |
(10) | This restricted stock unit was assumed by ev3 in the Merger and replaced with a restricted stock unit with the contingent right to receive 32,360 shares of ev3 common stock. The restricted stock unit will vest with respect to 50% of the shares on October 4, 2007 and with respect to the remaining unvested shares on October 4, 2008. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
|