Andrew Hykes - Feb 19, 2025 Form 4 Insider Report for Inari Medical, Inc. (NARI)

Role
President and CEO, Director
Signature
/s/ Shannon Trevino, attorney-in-fact for Andrew Hykes
Stock symbol
NARI
Transactions as of
Feb 19, 2025
Transactions value $
$0
Form type
4
Date filed
2/19/2025, 08:01 PM
Previous filing
Feb 12, 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction NARI Common Stock Disposition pursuant to a tender of shares in a change of control transaction -1.55K -100% 0 Feb 19, 2025 By Child 1 F1
transaction NARI Common Stock Disposition pursuant to a tender of shares in a change of control transaction -1.55K -100% 0 Feb 19, 2025 By Child 2 F1
transaction NARI Common Stock Disposition pursuant to a tender of shares in a change of control transaction -1.55K -100% 0 Feb 19, 2025 By Child 3 F1
transaction NARI Common Stock Disposition pursuant to a tender of shares in a change of control transaction -1K -100% 0 Feb 19, 2025 By Spouse F1
transaction NARI Common Stock Award +20.4K +2.92% 718K Feb 19, 2025 Direct F2
transaction NARI Common Stock Disposition pursuant to a tender of shares in a change of control transaction -718K -100% 0 Feb 19, 2025 Direct F1, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction NARI Stock Options (Right to Buy) Disposed to Issuer -36.1K -100% 0 Feb 19, 2025 Common Stock 36.1K $56.00 Direct F4
transaction NARI Stock Options (Right to Buy) Disposed to Issuer -44.7K -100% 0 Feb 19, 2025 Common Stock 44.7K $58.44 Direct F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Andrew Hykes is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated January 6, 2025, by and among Stryker Corporation ("Parent"), Eagle 1 Merger Sub, Inc. ("Merger Sub"), and Inari Medical, Inc. ("Issuer") on February 19, 2025 (the "Effective Time"), Merger Sub merged with and into Issuer, with Issuer surviving as a wholly owned subsidiary of Parent upon consummation of the transactions contemplated by the Merger Agreement. At the Effective Time, each outstanding share of common stock of the Issuer ("Common Stock") was cancelled and converted into the right to receive $80.00 in cash (the "Merger Consideration"), without interest.
F2 Pursuant to the Merger Agreement, at the Effective Time, these performance-based restricted stock units vested based on deemed achievement of maximum performance.
F3 Includes 149,010 shares of restricted stock units ("RSUs"). At the Effective Time, each outstanding award of RSUs was canceled and converted into the right to receive an amount in cash equal to the product of the aggregate number of shares underlying such RSU immediately prior to the Effective Time, multiplied by the Merger Consideration.
F4 At the Effective Time, each outstanding option, whether vested or unvested, was cancelled and converted into the right to receive an amount of cash equal to the product of (i) the aggregate number of shares of Common Stock underlying such option immediately prior to the Effective Time, multiplied by (ii) the amount, if any, by which the Merger Consideration exceeds the exercise price per share of such option, subject to any applicable withholding taxes and in accordance with the terms of the Merger Agreement.