--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-151730" form_type: "8-K" ticker: null cik: "0001642545" company_name: "Shockwave Medical, Inc." filed_at: "2024-05-31T23:59:59+00:00" generated_at: "2026-06-01T07:10:52.830630+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Shockwave Medical completes $13.1B acquisition by Johnson & Johnson; stockholders get $335/share ## Summary - Merger completed May 31, 2024; each share converted to $335 cash, total equity value ~$13.1B. - Company delisted from Nasdaq; intends to file Form 15 to suspend SEC reporting. - All directors resigned; CEO Douglas Godshall and CFO Renee Gaeta terminated effective immediately. - Convertible note holders get $1,293.23 per $1,000 principal if converted during Make-Whole period. - Credit facility terminated; equity plans and Capped Call Transactions also terminated. ## SEC filing metadata - accession: 0001193125-24-151730 - form_type: 8-K - cik: 0001642545 - company_name: Shockwave Medical, Inc. - filed_at: 2024-05-31T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 2.04, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1642545/000119312524151730/0001193125-24-151730-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1642545/000119312524151730/d841702d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-151730 - JSON: https://secwatch.observer/filing/0001193125-24-151730.json - Plain text: https://secwatch.observer/filing/0001193125-24-151730.txt ## Key facts - Executive change C. Raymond Larkin, Jr. resigned as Director at Shockwave Medical, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Douglas Godshall, Kevin Ballinger, Laura Francis, C. Raymond Larkin, Jr., Frederic Moll, M.D., Antoine Papiernik, Maria Sainz, Sara Toyloy and F.T. “Jay” Watkins) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1642545/000119312524151730/0001193125-24-151730-index.htm - Executive change Jennifer Kozak was appointed as Director at Shockwave Medical, Inc.. - Action: appointed - Role: Director source text: the directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1642545/000119312524151730/0001193125-24-151730-index.htm - Executive change Frederic Moll, M.D. resigned as Director at Shockwave Medical, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Douglas Godshall, Kevin Ballinger, Laura Francis, C. Raymond Larkin, Jr., Frederic Moll, M.D., Antoine Papiernik, Maria Sainz, Sara Toyloy and F.T. “Jay” Watkins) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1642545/000119312524151730/0001193125-24-151730-index.htm - Executive change Maria Sainz resigned as Director at Shockwave Medical, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Douglas Godshall, Kevin Ballinger, Laura Francis, C. Raymond Larkin, Jr., Frederic Moll, M.D., Antoine Papiernik, Maria Sainz, Sara Toyloy and F.T. “Jay” Watkins) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1642545/000119312524151730/0001193125-24-151730-index.htm - Executive change Sara Toyloy resigned as Director at Shockwave Medical, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Douglas Godshall, Kevin Ballinger, Laura Francis, C. Raymond Larkin, Jr., Frederic Moll, M.D., Antoine Papiernik, Maria Sainz, Sara Toyloy and F.T. “Jay” Watkins) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1642545/000119312524151730/0001193125-24-151730-index.htm - Executive change Douglas Godshall was terminated as President and Chief Executive Officer at Shockwave Medical, Inc.. - Action: terminated - Role: President and Chief Executive Officer source text: the employment of Douglas Godshall, the Company’s President and Chief Executive Officer, and Renee Gaeta, the Company’s Chief Financial Officer, was terminated effective immediately prior to the consummation of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1642545/000119312524151730/0001193125-24-151730-index.htm - Executive change Antoine Papiernik resigned as Director at Shockwave Medical, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Douglas Godshall, Kevin Ballinger, Laura Francis, C. Raymond Larkin, Jr., Frederic Moll, M.D., Antoine Papiernik, Maria Sainz, Sara Toyloy and F.T. “Jay” Watkins) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1642545/000119312524151730/0001193125-24-151730-index.htm - Executive change Renee Gaeta was terminated as Chief Financial Officer at Shockwave Medical, Inc.. - Action: terminated - Role: Chief Financial Officer source text: the employment of Douglas Godshall, the Company’s President and Chief Executive Officer, and Renee Gaeta, the Company’s Chief Financial Officer, was terminated effective immediately prior to the consummation of the Merger. evidence_url: https://www.sec.gov/Archives/edgar/data/1642545/000119312524151730/0001193125-24-151730-index.htm - Executive change Douglas Godshall resigned as Director at Shockwave Medical, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Douglas Godshall, Kevin Ballinger, Laura Francis, C. Raymond Larkin, Jr., Frederic Moll, M.D., Antoine Papiernik, Maria Sainz, Sara Toyloy and F.T. “Jay” Watkins) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1642545/000119312524151730/0001193125-24-151730-index.htm - Executive change Vincent Sommella was appointed as Director at Shockwave Medical, Inc.. - Action: appointed - Role: Director source text: the directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1642545/000119312524151730/0001193125-24-151730-index.htm - Executive change Laura Francis resigned as Director at Shockwave Medical, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Douglas Godshall, Kevin Ballinger, Laura Francis, C. Raymond Larkin, Jr., Frederic Moll, M.D., Antoine Papiernik, Maria Sainz, Sara Toyloy and F.T. “Jay” Watkins) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1642545/000119312524151730/0001193125-24-151730-index.htm - Executive change David Fortunati was appointed as Director at Shockwave Medical, Inc.. - Action: appointed - Role: Director source text: the directors of Merger Sub immediately prior to the Effective Time became the directors of the Surviving Corporation. evidence_url: https://www.sec.gov/Archives/edgar/data/1642545/000119312524151730/0001193125-24-151730-index.htm - Executive change Kevin Ballinger resigned as Director at Shockwave Medical, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Douglas Godshall, Kevin Ballinger, Laura Francis, C. Raymond Larkin, Jr., Frederic Moll, M.D., Antoine Papiernik, Maria Sainz, Sara Toyloy and F.T. “Jay” Watkins) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1642545/000119312524151730/0001193125-24-151730-index.htm - Executive change F.T. “Jay” Watkins resigned as Director at Shockwave Medical, Inc.. - Action: resigned - Role: Director source text: each of the directors of the Company (Douglas Godshall, Kevin Ballinger, Laura Francis, C. Raymond Larkin, Jr., Frederic Moll, M.D., Antoine Papiernik, Maria Sainz, Sara Toyloy and F.T. “Jay” Watkins) resigned and ceased to be directors of the Company and members of any committee of the Company’s board of directors. evidence_url: https://www.sec.gov/Archives/edgar/data/1642545/000119312524151730/0001193125-24-151730-index.htm - M&A Transactions Shockwave Medical, Inc. underwent a change of control involving Johnson & Johnson for $335.00 per share (closed 2024-05-31). - Action: change of control - Counterparty: Johnson & Johnson - Consideration: $335.00 per share - Closing: 2024-05-31 source text: Agreement and (ii) Company Shares with respect to which appraisal rights had been exercised) was automatically converted into the right to receive cash in an amount equal to $335.00 per share (the “Merger Consideration”), without interest and less any applicable withholdings. Pursuant to the Merger Agreement, at the Effective Time: • Each option to purchase evidence_url: https://www.sec.gov/Archives/edgar/data/1642545/000119312524151730/0001193125-24-151730-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.