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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/18/24 Shockwave Medical, Inc. PREM14A 4/18/24 2:2M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: PREM14A Preliminary Proxy Statement - Merger or HTML 1.37M
Acquisition
2: EX-FILING FEES Filing Fees HTML 24K
| EX-FILING FEES |
Exhibit 107
CALCULATION OF FILING FEE TABLES
Schedule 14A
(Form Type)
Shockwave Medical, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Transaction Valuation
| Proposed Maximum Aggregate Value of Transaction |
Fee Rate |
Amount of Filing Fee | ||||
| Fees to be Paid |
$14,259,680,205(1)(2)(3) | 0.0001476 | $2,104,729(4) | |||
| Fees Previously Paid |
$0 | $0 | ||||
| Total Transaction Valuation |
$14,259,680,205 | |||||
| Total Fees Due for Filing |
$2,104,729 | |||||
| Total Fees Previously Paid |
$0 | |||||
| Total Fee Offsets |
$0 | |||||
|
Net Fee Due |
$2,104,729 | |||||
| (1) | Title of each class of securities to which transaction applies: Common stock, $0.001 par value per share, of Shockwave Medical, Inc. (the “Common Stock”). |
| (2) | Aggregate number of securities to which transaction applies: |
As of April 10, 2024, the maximum number of shares of Common Stock to which this transaction applies is estimated to be 42,579,471, which consists of:
| (a) | 37,507,733 shares of Common Stock entitled to receive the per share merger consideration consisting of a $335.00 per share cash payment (the “per share merger consideration”) |
| (b) | 698,519 shares of Common Stock underlying outstanding and unexercised options that have an exercise price of less than $335.00 (an “In-the-Money Option”); |
| (c) | 1,318,675 shares of Common Stock underlying restricted stock units entitled to receive the per share merger consideration; |
| (d) | 144,602 shares of Common Stock underlying performance-based restricted stock units (assuming maximum achievement) entitled to receive the per share merger consideration; |
| (e) | 14,658 shares of Common Stock estimated to be issuable pursuant to the Company’s Employe Stock Purchase Plan (the “ESPP”); and |
| (f) | 2,895,284 shares of Common Stock subject to issuance pursuant to the conversion of the Company’s 1.00% convertible senior notes due 2028 (the “Convertible Notes”). |
| (3) | Per unit price or other underlying value of transaction computed pursuant to Rule 0-11 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (set forth the amount on which the filing fee is calculated and state how it was determined): |
Estimated solely for the purposes of calculating the filing fee, as of April 10, 2024, the underlying maximum aggregate value of the transaction was calculated as the sum of:
| (a) | the product of 37,507,733 shares of Common Stock and the per share merger consideration; |
| (b) | the product of 698,519 In-the-Money Options and $328.64, which is the difference between the per share merger consideration and the In-the-Money Options’ weighted-average exercise price of $6.36; |
| (c) | the product of 1,318,675 shares of Common Stock underlying restricted stock units and the per share merger consideration; |
| (d) | the product of 144,602 shares of Common Stock underlying performance-based restricted stock units (assuming maximum achievement) and the per share merger consideration; |
| (e) | the product of 14,658 shares of Common Stock estimated to be issuable pursuant to the ESPP and the per share merger consideration; and |
| (f) | the product of 2,895,284 shares of Common Stock subject to issuance pursuant to the conversion of the Convertible Notes. |
| (4) | In accordance with Section 14(g) of the Exchange Act, the filing fee was determined by multiplying the sum calculated in the preceding sentence by 0.0001476. |
| This ‘PREM14A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on / For Period end: | 4/18/24 | None on these Dates | ||
| 4/10/24 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/09/24 Shockwave Medical, Inc. 8-K:5,9 4/04/24 11:192K Donnelley … Solutions/FA 4/05/24 Shockwave Medical, Inc. 8-K:1,7,9 4/04/24 12:810K Donnelley … Solutions/FA 3/01/24 Shockwave Medical, Inc. 8-K:4,9 2/27/24 12:165K 2/26/24 Shockwave Medical, Inc. 10-K 12/31/23 102:11M 1/29/24 Shockwave Medical, Inc. 8-K:5,7,9 1/28/24 12:178K |