UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 31, 2013
ENDOLOGIX, INC. |
(Exact name of registrant as specified in its charter) |
Delaware | 000-28440 | 68-0328265 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
11 Studebaker, Irvine, CA | 92618 | |
(Address of principal executive offices) | (Zip Code) | |
Registrant's telephone number, including area code: (949) 595-7200 |
N/A |
(Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation
of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On May 31, 2013, John McDermott, President and Chief Executive Officer of Endologix, Inc. (the “Company”), adopted a stock trading plan designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. Under Rule 10b5-1, directors, officers and other individuals who are not in possession of material non-public information may adopt a pre-arranged plan or contract for the sale of Company securities under specified conditions and at specified times. Using these 10b5-1 plans, individuals can generally diversify their investment portfolios for financial planning purposes, spread stock trades over an extended period of time to reduce market impact and avoid concerns about transactions occurring at a time when they might possess material non-public information. In accordance with Rule 10b5-1, Mr. McDermott will not have subsequent discretion over the transactions under his plan.
Mr. McDermott's plan provides for the sale of up to 180,000 shares of common stock that Mr. McDermott already owns during specified periods between August 1, 2013 and July 31, 2014 (representing less than 15 percent of Mr. McDermott's aggregate holdings of Company stock and in-the-money stock options). Shares may be sold under Mr. McDermott's plan on the open market at prevailing market prices and subject to minimum price thresholds specified in the plan.
Transactions under Mr. McDermott's plan will be reported to the Securities and Exchange Commission in accordance with applicable securities laws, rules and regulations. The Company does not undertake to report 10b5-1 plans that may be adopted by any officers or directors in the future, or to report any modification or termination of any trading plan, whether or not the plan was publicly announced, except to the extent required by law.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ENDOLOGIX, INC. | ||
Date: June 3, 2013 | /s/ Shelley B. Thunen | |
Chief Financial Officer | ||