Kevin S. Wilson - 13 Jun 2023 Form 4 Insider Report for HESKA CORP (HSKA)

Role
CEO and President, Director
Signature
/s/ Catherine Grassman For: Kevin S. Wilson
Issuer symbol
HSKA
Transactions as of
13 Jun 2023
Transactions value $
$-83,274,360
Form type
4
Filing time
14 Jun 2023, 18:27:40 UTC
Previous filing
02 Mar 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction HSKA Common Stock Award $0 +211,375 +123% $0.000000 383,447 13 Jun 2023 Direct F1
transaction HSKA Common Stock Disposed to Issuer $-46,013,640 -383,447 -100% $120.00 0 13 Jun 2023 Direct F2
transaction HSKA Common Stock Disposed to Issuer $-19,531,560 -162,763 -100% $120.00 0 13 Jun 2023 by Cuattro, LLC F2
transaction HSKA Common Stock Disposed to Issuer $-1,080,000 -9,000 -100% $120.00 0 13 Jun 2023 by Spouse F2
transaction HSKA Common Stock Disposed to Issuer $-16,649,160 -138,743 -100% $120.00 0 13 Jun 2023 by Wilson Family Tr. F2

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 HSKA Non-Qualified Stock Option (right to buy) Disposed to Issuer -20,851 -100% 0 13 Jun 2023 Common Stock 20,851 $69.77 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kevin S. Wilson 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 as of March 31, 2023, by and among the Issuer, Antech Diagnostics, Inc., a California corporation ("Acquiror"), Helsinki Merger Sub LLC, a Delaware limited liability company and a wholly-owned subsidiary of Acquiror, and, solely for purposes of Section 9.15 of the Merger Agreement, Mars, Incorporated, a Delaware corporation, these shares of performance-based restricted stock of the Issuer were fully accelerated assuming maximum level of performance immediately prior to the effectiveness of the merger.
F2 Disposed of pursuant to the Merger Agreement in exchange for cash consideration of $120.00 per share of common stock of the Issuer (the "Merger Consideration") on the effective date of the merger.
F3 Stock options of the Issuer were canceled in the merger in exchange for an amount in cash equal to the difference, if any, between the Merger Consideration and the exercise price of such stock options.