| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
TriVascular Technologies, Inc. [ TRIV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/03/2016 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 02/03/2016 | D | 149 | D | (1) | 0 | D | |||
| Common Stock | 02/03/2016 | U | 3,535,910 | D | (1) | 0 | I | See Footnotes(2)(3) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Explanation of Responses: |
| 1. These shares were disposed of pursuant to the merger agreement between the Issuer and Endologix, Inc. ("Endologix") (such transaction, the "Merger"). In connection with the closing of the Merger, the Reporting Person received 0.631 share of Endologix common stock and $0.34 in cash for each share of Issuer common stock held by the Reporting person, for a total consideration of $4.95 per share based upon the closing price of Endologix common stock on February 2, 2016. |
| 2. These securities were directly held as follows: 1,464,553 shares by Delphi Ventures VII, L.P. ("Ventures VII"), 14,641 shares by Delphi BioInvestments VII, L.P. ("BioInvestments VII" and together with Ventures VII, the "Delphi VII Funds"), 2,036,831 shares by Delphi Ventures VIII, L.P. ("Ventures VIII") and 19,885 shares by Delphi BioInvestments VIII, L.P. ("BioInvestments VIII" and together with Ventures VIII, the "Delphi VIII Funds" and collectively with the Delphi VII Funds, the "Delphi Funds"). Delphi Management Partners VII, L.L.C. ("DMP VII") is the general partner of each of Ventures VII and BioInvestments VII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VII Funds. Delphi Management Partners VIII, L.L.C. ("DMP VIII") is the general partner of each of Ventures VIII and BioInvestments VIII and may be deemed to have sole voting and dispositive power over the securities held by the Delphi VIII Funds. |
| 3. The Reporting Person is a managing member of each DMP VII and DMP VIII and may be deemed to share voting and dispositive power over the securities held by the Delphi Funds. The Reporting Person disclaims beneficial ownership of the securities held by the Delphi Funds, except to the extent of any pecuniary interest therein. |
| Remarks: |
| In accordance with the terms of the merger agreement, the Reporting Person resigned from his position as a member of the Issuer's Board of Directors, and any committees thereof, effective as of the closing of the Merger. |
| /s/ Matthew T. Potter, Attorney-In-Fact for Douglas A. Roeder | 02/04/2016 | |
| ** Signature of Reporting Person | Date | |
| 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. | ||