4//SEC Filing
Van Kirk Richard Lee Jr 4
Accession 0001104659-25-097549
CIK 0001769759other
Filed
Oct 6, 8:00 PM ET
Accepted
Oct 7, 4:51 PM ET
Size
7.3 KB
Accession
0001104659-25-097549
Insider Transaction Report
Form 4
Van Kirk Richard Lee Jr
Director
Transactions
- Disposition to Issuer
Stock Option
2025-10-07−7,000→ 0 total→ Common Stock (7,000 underlying)
Footnotes (2)
- [F1]In connection with the terms of an Agreement and Plan of Merger, dated July 11, 2025 (the "Original Merger Agreement"), by and among the Issuer, Zimmer Biomet Holdings, Inc., ("Zimmer Biomet"), and Honey Badger Merger Sub, Inc., a wholly owned subsidiary of Zimmer Biomet ("Merger Sub"), as amended by that certain First Amendment to Agreement and Plan of Merger, dated August 27, 2025, by and between the Issuer and Zimmer Biomet (together with the Original Merger Agreement, the "Merger Agreement"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Zimmer Biomet upon consummation of the merger (the "Effective Time").
- [F2]At the Effective Time, each outstanding and unexercised option, whether or not vested, was cancelled and converted into the right to receive, (i) a cash payment equal to the excess of (A) $4.04 (the "Cash Amount") over (B) the exercise price per share of such option, and (ii) one contractual contingent value right issued pursuant to and in accordance with the CVR agreement ("CVR"). However, any such option (1) with a per share exercise price that is equal to or greater than the Cash Amount but less than the sum of the Cash Amount and the maximum CVR consideration payable pursuant to the CVR agreement (that is, $16.41) was cancelled and converted into the right to receive, for each share of common stock underlying such option, one CVR issued pursuant to and in accordance with the CVR agreement less the Cash Amount and (2) with a per share exercise price greater than $16.41 was cancelled for no consideration.
Documents
Issuer
Monogram Technologies Inc.
CIK 0001769759
Entity typeother
Related Parties
1- filerCIK 0001575056
Filing Metadata
- Form type
- 4
- Filed
- Oct 6, 8:00 PM ET
- Accepted
- Oct 7, 4:51 PM ET
- Size
- 7.3 KB