TRAYNOR SEAN 4

4 · K2M GROUP HOLDINGS, INC. · Filed Nov 14, 2018

Form 4

Period: 2018-11-09

Director10% Owner

Transactions

Disposition to Issuer
Common Stock
2018-11-09$27.50/sh−23,670$650,925→ 0 total
Disposition to Issuer
Stock Option (Right to Buy)
2018-11-09−5,727→ 0 total
Exercise: $23.59→ Common Stock (5,727 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2018-11-09−6,655→ 0 total
Exercise: $22.81→ Common Stock (6,655 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2018-11-09−10,268→ 0 total
Exercise: $14.38→ Common Stock (10,268 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2018-11-09−10,500→ 0 total
Exercise: $23.46→ Common Stock (10,500 underlying)
Disposition to Issuer
Stock Option (Right to Buy)
2018-11-09−14,404→ 0 total
Exercise: $15.00→ Common Stock (14,404 underlying)

Footnotes (7)

[F1]Disposed of pursuant to an Agreement and Plan of Merger dated as of August 29, 2018 (the "Merger Agreement"), by and among Stryker Corporation ("Stryker"), a wholly owned subsidiary of Stryker ("Merger Sub"), and the Issuer, pursuant to which Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Stryker. Stryker acquired all of the issued and outstanding shares of Common Stock of the Issuer in an all cash transaction for $27.50 per share (the "Merger Consideration").
[F2]The option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to the product of (A) the excess, if any, of (1) the Merger Consideration over (2) the option exercise price, and (B) the number of shares of Common Stock subject to the option.
[F3]The option provided for vesting in three equal installments on June 5, 2019, June 5, 2020 and June 5, 2021.
[F4]The option provided for vesting in three equal installments on June 6, 2018, June 6, 2019 and June 6, 2020.
[F5]The option provided for vesting in three equal installments on August 15, 2017, August 15, 2018 and August 15, 2019.
[F6]The option provided for vesting in three equal installments on July 1, 2016, July 1, 2017 and July 1, 2018.
[F7]The option provided for vesting in three equal installments on May 7, 2015, May 7, 2016 and May 7, 2017.

Documents

1 file