Keefer Jason 4
4 · OSIRIS THERAPEUTICS, INC. · Filed Apr 17, 2019
Insider Transaction Report
Form 4
Keefer Jason
Interim President & CEO
Transactions
- Disposition to Issuer
Incentive Stock Option (right to buy)
2019-04-17−20,000→ 0 totalExercise: $10.53Exp: 2028-06-26→ Common Stock (20,000 underlying) - Disposition to Issuer
Common Stock
2019-04-17$19.00/sh−4,000$76,000→ 0 total - Disposition to Issuer
Incentive Stock Option (right to buy)
2019-04-17−16,000→ 0 totalExercise: $6.80Exp: 2027-07-18→ Common Stock (16,000 underlying)
Footnotes (2)
- [F1]On March 12, 2019, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Smith & Nephew Consolidated, Inc., a Delaware corporation ("Parent"), Papyrus Acquisition Corp., a Maryland corporation and a direct subsidiary of Parent ("Purchaser") and Smith & Nephew plc, an English public limited company. Pursuant to the terms of the Merger Agreement and the Offer (as defined in the Merger Agreement), each share of the Issuer's common stock (the "Common Stock") held by the Reporting Person was acquired, subject to adjustment, at a purchase price of $19.00 per share (the "Offer Price") in cash.
- [F2]Pursuant to the Merger Agreement, each outstanding stock option was canceled in exchange for a lump sum cash payment equal to the excess, if any, of (A) the Offer Price over (B) the exercise price per share of such stock option, multiplied by the number of shares of Common Stock subject to such option.