LVB Acquisition, Inc. 4
4 · LVB Acquisition, Inc. · Filed Jun 26, 2015
Insider Transaction Report
Form 4
Johnson Adam Rudolph
See Remarks
Transactions
- Disposition to Issuer
Common Shares
2015-06-24−10,000→ 0 total - Disposition to Issuer
Employee Stock Options (Right to Buy)
2015-06-24−175,000→ 0 totalExercise: $7.88Exp: 2022-07-31→ Common Shares (175,000 underlying) - Disposition to Issuer
Employee Stock Options (Right to Buy)
2015-06-24−125,000→ 0 totalExercise: $7.88Exp: 2022-08-08→ Common Shares (125,000 underlying) - Disposition to Issuer
Restricted Stock Units
2015-06-24−360,000→ 0 totalExercise: $0.00→ Common Shares (360,000 underlying) - Disposition to Issuer
Restricted Stock Units
2015-06-24−105,000→ 0 totalExercise: $0.00→ Common Shares (105,000 underlying)
Footnotes (7)
- [F1](1) On June 24, 2015, Zimmer Holdings, Inc., a Delaware corporation ("Zimmer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger between the Issuer, Zimmer and Owl Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Zimmer ("Merger Sub"), dated as of April 24, 2014 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Zimmer (the "Merger").
- [F2]Pursuant to the Merger Agreement, on June 24, 2015, the effective date of the Merger, each share held by the reporting person was exchanged for $8.94 in cash, without interest (the "Cash Consideration"), and 0.0562 shares of Zimmer common stock (the "Stock Consideration").
- [F3]This option was partially vested at the effective time of the Merger. The vested portion of this option was deemed exercised through net-share settlement and the underlying shares deemed exchanged for $8.94 in Cash Consideration and 0.0562 shares in Stock Consideration.
- [F4]This option was partially vested at the effective time of the Merger. The unvested portion of this option was canceled and converted into the right to receive $3.88 in Cash Consideration and 0.024 shares in Stock Consideration.
- [F5]Each restricted stock unit, which was unvested at the effective time of the Merger, was canceled and converted into the right to receive $8.94 in Cash Consideration and 0.0562 shares in Stock Consideration.
- [F6]N/A
- [F7]The Board of Directors of the Issuer has adopted resolutions exempting the disposition of the Issuer's shares, options, and restricted stock units reported on this Form 4 by the Reporting Person pursuant to rule 16b-3 under the Exchange Act.