SEC FORM
4
SEC Form 4
| 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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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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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*
| C/O CONMED CORP |
| 525 FRENCH ROAD |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CONMED CORP
[ CNMD ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
| President & CEO |
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3. Date of Earliest Transaction
(Month/Day/Year)
03/01/2016
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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)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
03/01/2016 |
|
M |
|
1,950 |
A |
$0
|
29,479 |
D |
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| Common Stock |
03/01/2016 |
|
F |
|
693 |
D |
$39.87
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28,786 |
D |
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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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Rsus (restricted Stock Units) |
$0
|
03/01/2016 |
|
M |
|
|
1,950 |
|
02/27/2025 |
Common Stock |
1,950 |
$0
|
5,850 |
D |
|
| Rsus (restricted Stock Units) |
$0
|
03/01/2016 |
|
A |
|
9,000 |
|
|
03/01/2026 |
Common Stock |
9,000 |
$0
|
9,000 |
D |
|
| Options To Purchase Common Stock |
$39.87
|
03/01/2016 |
|
A |
|
170,000 |
|
|
03/01/2026 |
Common Stock |
170,000 |
$0
|
170,000 |
D |
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| Explanation of Responses: |
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/s/ Sarah M. Oliker for Curt R. Hartman by Power of Attorney |
03/03/2016 |
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** 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. |
POWER OF ATTORNEY
This instrument is intended to constitute a power of attorney
pursuant to Article 5, Title 15 of the New York General
Obligations Law:
The undersigned, Curt R. Hartman, (the "principal"), does
hereby authorize and appoint Daniel S. Jonas, Heather L. Cohen
and Sarah M. Oliker (collectively, the "agents"), or any one of
them acting separately, with the full power of substitution, as
the principal's true and lawful agent and attorney-in-fact. The
principal hereby grants his authority to each agent to:
(1)prepare, execute in the principal's name and on the principal's
behalf, and submit to the U.S. Securities and Exchange Commission
(the "SEC") a Form ID, including amendments thereto, and any other
documents necessary or appropriate to obtain codes and passwords
enabling the principal to make electronic filings with the SEC of
reports required by the Securities Act of 1933 (the "Securities Act"),
the Securities Exchange Act ofl934 (the "Exchange Act") and any
rule or regulation of the SEC;
(2) prepare, execute and file for and on behalf of the principal,
in the principal's capacity as an officer and/or director of CONMED
Corporation or any successor thereto (the "Company"), Forms 3, 4,
and 5, or any similar or successor form, and all instruments necessary
or incidental therewith, in accordance with Section 16(a) of the
Exchange Act and the rules thereunder, with the SEC and any stock
exchange or similar authority;
(3) prepare, execute and file for and on behalf of the principal, in
the principal's capacity as an officer and/or director of the Company,
any other forms or reports the principal may be required to file with
the SEC and any stock exchange or similar authority in connection
with the principal's ownership, acquisition, or disposition of
securities of the Company, including, but not limited to, any Form
144 pursuant to the Securities Act, or any similar or successor form,
any lock-up agreement and any other written plan or document, in
each case encompassing all instruments necessary or incidental
therewith; and
(4) do and perform any and all acts for and on behalf of the principal
of any type whatsoever in connection with the foregoing which, in the
opinion of such agent, may be of benefit to, in the best interest of,
or legally required by, the principal, it being understood that the
documents executed by such agent on behalf of the principal pursuant
to this Power of Attorney shall be in such form and shall contain
such terms and conditions as such agent may approve in such agent's
discretion.
This Power of Attorney shall not be affected by the subsequent
disability or incompetence of the Principal. This Power of Attorney
may be revoked by the principal at any time. This Power of Attorney
shall remain in full force and effect until it is either (i) revoked
in writing by the principal, (ii) terminated upon the death of the
principal, (iii) terminated upon another event described in Section
5-1511 of the New York General Obligations Law or (iv) as to any agent,
until such time as such agent ceases to be an employee of the Company,
any successor thereto or any of their respective affiliates.
This Power of Attorney does not revoke any existing Powers of Attorney
executed by the principal. The execution of any subsequent Power of
Attorney shall not serve to revoke this Power of Attorney.
The principal hereby agrees to indemnify any third party for any
claims that may arise against such third party because of reliance
on this Power of Attorney. The principal understands that any
termination of this Power of Attorney, whether the result of the
principal's revocation of the Power of Attorney or otherwise,
is not effective as to a third party until such third party has
actual notice or knowledge of the termination.
This Power of Attorney recites the text provided in Section 5-1513
of the General Obligations Law of the State of New York in the form
attached hereto as Annex I (the "Cautionary Language"). For the
avoidance of doubt, the principal understands, agrees, and affirms
that it is his intent that if any provision contained in the Cautionary
Language shall be inconsistent with any provision contained in this
Power of Attorney, the provision contained in this Power of Attorney
shall prevail to the fullest extent permitted by law. Nothing in
this Power of Attorney shall be construed as an admission or
acknowledgment of the principal that this Power of Attorney is
subject to the requirements of Section 5-1501B of the General
Obligations Law of the State of New York.
Principal's Signature and Acknowledgements
IN WITNESS WHEROF, the principal has caused this Power of Attorney
to be executed on this 19th day of Sept. 2014.
/s/CURT R. HARTMAN
ACKNOWLEDGMENT IN NEW YORK STATE STATE OF NEW YORK, COUNTY OF ONEIDA
On 9/11, 2014, before me, the undersigned, a Notary Public
in and for said State, personally appeared Curt R. Hartman, personally
known to me or proved to me on the basis of satisfactory evidence to
be the individual whose name is subscribed the within instrument
and acknowledged to me that he executed the same in his capacity,
and that by his signature on the instrument, the individual, or the
person upon behalf of which the individual acted, executed the instrument.
/s/ Susan M. Sardina
Notary Public: State of New York
SUSAN M. SARDINA
NOTARY PUILIC - STATE OF NEW YORK
No. 01SA4978096
Qualified in Oneida County
My Commission Expires February 25, 2015
