{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-22-311074","form_type":"8-K","ticker":null,"cik":"0000815094","company_name":"ABIOMED INC","filed_at":"2022-12-22T23:59:59+00:00","discovered_at":"2026-05-14T18:03:53.644641+00:00","generated_at":"2026-06-21T00:30:42.621162+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Johnson & Johnson completes $17.1B acquisition of ABIOMED at $380/share plus CVR","bullets":["Aggregate consideration approximately $17.1 billion; 25.8M shares (~57.1%) tendered and accepted.","Per share: $380.00 cash plus a non-tradeable CVR entitling holders to up to $35.00 upon achieving specified milestones.","Company becomes wholly owned subsidiary of Johnson & Johnson; shares removed from NASDAQ listing.","CEO Michael Minogue, CFO Todd Trapp, and GC Marc Began terminated without cause; receive severance per agreements.","Transaction bonuses: Trapp $6.18M, Began $6.07M; Trapp's CIC severance amended to include pro-rata target bonus plus two times target bonus."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-22-311074","json":"https://secwatch.observer/filing/0001193125-22-311074.json","markdown":"https://secwatch.observer/filing/0001193125-22-311074.md","text":"https://secwatch.observer/filing/0001193125-22-311074.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/d353287d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-21T00:30:42.621162+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0253b099ea","claim":"Marc A. Began was terminated as Executive Vice President, General Counsel and Corporate Secretary at ABIOMED INC.","evidence_excerpt":"In addition, effective as of the closing of the Merger, the employment with the Company of each of Michael R. Minogue, the Company’s Chairman, President and Chief Executive Officer, Mr. Trapp and Mr. Began terminated.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"terminated"},{"label":"Role","value":"Executive Vice President, General Counsel and Corporate Secretary"}],"fact_type":"executive_change"},{"claim_id":"04e1d467f1","claim":"David Fortunati was appointed as Director at ABIOMED INC.","evidence_excerpt":"the members of the board of directors of Merger Sub, consisting of Susan Morano, Vincent Sommella and David Fortunati, became the members of the board of directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"14e4ed50fd","claim":"Michael R. Minogue was terminated as Chairman, President and Chief Executive Officer at ABIOMED INC.","evidence_excerpt":"In addition, effective as of the closing of the Merger, the employment with the Company of each of Michael R. Minogue, the Company’s Chairman, President and Chief Executive Officer, Mr. Trapp and Mr. Began terminated.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"terminated"},{"label":"Role","value":"Chairman, President and Chief Executive Officer"}],"fact_type":"executive_change"},{"claim_id":"22b6f784b3","claim":"Susan Morano was appointed as Director at ABIOMED INC.","evidence_excerpt":"the members of the board of directors of Merger Sub, consisting of Susan Morano, Vincent Sommella and David Fortunati, became the members of the board of directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"245692b2c1","claim":"Vincent Sommella was appointed as Director at ABIOMED INC.","evidence_excerpt":"the members of the board of directors of Merger Sub, consisting of Susan Morano, Vincent Sommella and David Fortunati, became the members of the board of directors of the Company.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"became"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"4b1387014d","claim":"Todd A. Trapp was terminated as Executive Vice President and Chief Financial Officer at ABIOMED INC.","evidence_excerpt":"In addition, effective as of the closing of the Merger, the employment with the Company of each of Michael R. Minogue, the Company’s Chairman, President and Chief Executive Officer, Mr. Trapp and Mr. Began terminated.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"terminated"},{"label":"Role","value":"Executive Vice President and Chief Financial Officer"}],"fact_type":"executive_change"},{"claim_id":"2b011fd64c1fa79ff4329821967569895d9875ac","claim":"ABIOMED INC: Amended and restated certificate of incorporation in connection with merger.","evidence_excerpt":"Pursuant to the Merger Agreement, at the Effective Time, the certificate of incorporation of the Company (the “Certificate of Incorporation”) was amended and restated in its entirety.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"f81128acc8521966498929fd81d3c5b19ba505e6","claim":"ABIOMED INC: Amended and restated bylaws in connection with merger.","evidence_excerpt":"In addition, pursuant to the Merger Agreement, at the Effective Time, the Company’s by-laws (“By-Laws”) were amended and restated in their entirety.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"c0ce1126ba11680e643a142ecf5c921a40c96e57","claim":"ABIOMED INC underwent a change of control involving Johnson & Johnson for $380.00 per share in cash, plus up to $35.00 per share in contingent payments (closed 2022-12-22).","evidence_excerpt":"commenced a tender offer (the “Offer”) to acquire all of the Company’s outstanding shares of common stock (the “Company Shares”) at a purchase price (the “Offer Price”) of (i) $380.00 per Company Share, net to the seller in cash, without interest and less any applicable withholding tax (the “Cash Amount”), plus (ii) one non-tradeable contractual contingent","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/815094/000119312522311074/0001193125-22-311074-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Johnson & Johnson"},{"label":"Consideration","value":"$380.00 per share in cash, plus up to $35.00 per share in contingent payments"},{"label":"Closing","value":"2022-12-22"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}