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, Section 17(a) of the Public Utility Holding Company Act of 1935 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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VISX INC [ EYE ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year)
05/27/2005 |
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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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 | 05/27/2005 | D | 2,000 | D | ( 1 ) | 0 | D |
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 | ||||||||
Stock Option (Right to Buy) | $13.25 | 05/27/2005 | D | 5,403 | ( 2 ) | 02/01/2011 | Common Stock | 5,403 | ( 2 ) | 0 | D | ||||
Stock Option (Right to Buy) | $13.25 | 05/27/2005 | D | 10,972 | ( 3 ) | 02/01/2011 | Common Stock | 10,972 | ( 3 ) | 0 | D | ||||
Stock Option (Right to Buy) | $15.14 | 05/27/2005 | D | 5,667 | ( 4 ) | 02/12/2012 | Common Stock | 5,667 | ( 4 ) | 0 | D | ||||
Stock Option (Right to Buy) | $15.14 | 05/27/2005 | D | 24,333 | ( 5 ) | 02/12/2012 | Common Stock | 24,333 | ( 5 ) | 0 | D | ||||
Stock Option (Right to Buy) | $8.03 | 05/27/2005 | D | 9,375 | ( 6 ) | 03/03/2013 | Common Stock | 9,375 | ( 6 ) | 0 | D | ||||
Stock Option (Right to Buy) | $8.03 | 05/27/2005 | D | 11,250 | ( 7 ) | 03/03/2013 | Common Stock | 11,250 | ( 7 ) | 0 | D | ||||
Stock Option (Right to Buy) | $19.73 | 05/27/2005 | D | 6,924 | ( 8 ) | 02/11/2014 | Common Stock | 6,924 | ( 8 ) | 0 | D | ||||
Stock Option (Right to Buy) | $19.73 | 05/27/2005 | D | 30,576 | ( 9 ) | 02/11/2014 | Common Stock | 30,576 | ( 9 ) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to merger agreement between issuer and Advanced Medical Optics, Inc. in exchange for 1,104 shares of Advanced Medical Optics, Inc. common stock on the effective date of the merger. |
2. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 1, 2001, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 3,470 shares of Advanced Medical Optics, Inc. common stock for $20.64 per share. |
3. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 1, 2001, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 7,046 shares of Advanced Medical Optics, Inc. common stock for $20.64 per share. |
4. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 12, 2002, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 3,639 shares of Advanced Medical Optics, Inc. common stock for $23.58 per share. |
5. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 12, 2002, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 15,627 shares of Advanced Medical Optics, Inc. common stock for $23.58 per share. |
6. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of March 3, 2003, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 6,021 shares of Advanced Medical Optics, Inc. common stock for $12.51 per share. |
7. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of March 3, 2003, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 7,225 shares of Advanced Medical Optics, Inc. common stock for $12.51 per share. |
8. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 11, 2004, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 4,446 shares of Advanced Medical Optics, Inc. common stock for $30.73 per share. |
9. This option, which provided for vesting at 25% of the shares subject to the option vest upon the first anniversary of the grant and 1/48 of the shares subject to the option vest at the end of each full month for 36 months following the initial grant date of February 11, 2004, was assumed by Advanced Medical Optics, Inc. in the merger and replaced with an option to purchase 19,637 shares of Advanced Medical Optics, Inc. common stock for $30.73 per share. |
Remarks: |
Donald L. Fagen | 06/01/2005 | |
** 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. |