FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

HOWE LESLEY H
2. Issuer Name and Ticker or Trading Symbol

Volcano Corp [ VOLC ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

3721 VALLEY CENTRE DR., SUITE 500
3. Date of Earliest Transaction (MM/DD/YYYY)

2/17/2015
(Street)

SAN DIEGO, CA 92130
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/17/2015     D    25142   D $18   (1) 0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Non-Qualified Stock Option (Right to Buy)   $13.16   2/17/2015     D         8000      (2) 6/20/2015   Common Stock   8000.0   $4.84   0   D    
Non-Qualified Stock Option (Right to Buy)   $14.91   2/17/2015     D         12000      (2) 7/29/2016   Common Stock   12000.0   $3.09   0   D    
Non-Qualified Stock Option (Right to Buy)   $16.84   2/17/2015     D         10840      (2) 5/15/2020   Common Stock   10840.0   $1.16   0   D    
Non-Qualified Stock Option (Right to Buy)   $17.48   2/17/2015     D         10049      (2) 6/3/2021   Common Stock   10049.0   $0.52   0   D    
Restricted Stock Units   $0.0   2/17/2015     D         2136      (3)   (3) Common Stock   2136.0   $18   0   D    
Restricted Stock Units   $0.0   2/17/2015     D         1698      (3)   (3) Common Stock   1698.0   $18   0   D    
Restricted Stock Units   $0.0   2/17/2015     D         2193      (3)   (3) Common Stock   2193.0   $18   0   D    
Restricted Stock Units   $0.0   2/17/2015     D         3711      (3)   (3) Common Stock   3711.0   $18   0   D    
Restricted Stock Units   $0.0   2/17/2015     D         3575      (3)   (3) Common Stock   3575.0   $18   0   D    

Explanation of Responses:
( 1)  Per the terms of the Agreement and Plan of Merger, dated as of December 16, 2014, among the Company, Philips Holding USA Inc., a Delaware corporation, and Clearwater Merger Sub, Inc., a Delaware corporation (the "Merger Agreement") and the Offer (as defined in the Merger Agreement), each share of Volcano common stock was validly tendered for $18.00 per share in cash, without interest and less any required withholding taxes.
( 2)  Per the terms of the Merger Agreement, each stock option that was outstanding and unexercised as of immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), whether or not vested, was cancelled and converted into the right to receive cash in an amount equal to (i) the total number of shares subject to each such option immediately prior to the Acceptance Time (without regard to vesting) multiplied by (ii) the excess, if any, of (x) $18.00 per share in cash, over (y) the exercise price payable per share under each such stock option, without interest and less any required withholding taxes.
( 3)  Per the terms of the Merger Agreement, each restricted stock unit award that was outstanding as of immediately prior to the Offer Acceptance Time (as defined in the Merger Agreement), was cancelled and converted into the right to receive cash in amount equal to $18.00 per share in cash, without interest and less any required withholding taxes.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HOWE LESLEY H
3721 VALLEY CENTRE DR., SUITE 500
SAN DIEGO, CA 92130
X



Signatures
By: /s/ Jeremy Hayden, Attorney-in-fact 2/19/2015
** 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 control number.
(MM) (NASDAQ:VOLC)
Historical Stock Chart
From Feb 2024 to Mar 2024 Click Here for more (MM) Charts.
(MM) (NASDAQ:VOLC)
Historical Stock Chart
From Mar 2023 to Mar 2024 Click Here for more (MM) Charts.