Patel Ajay 4
4 · Assertio Holdings, Inc. · Filed Jun 16, 2026
Research Summary
AI-generated summary of this filing
Assertio (ASRT) CFO Ajay Patel Sells 114,019 Shares in Merger
What Happened
- Ajay Patel, EVP and Chief Financial Officer of Assertio Holdings (ASRT), disposed of a total of 114,019 shares on June 16, 2026 as part of the company’s merger with Zydus. The dispositions were made pursuant to the Merger Agreement and related tender offer that paid $23.50 per share in cash (less applicable withholding taxes). Using the $23.50 offer price, the total cash consideration for these shares is about $2.68 million.
- The filing shows a mix of transaction codes: a change-of-control disposition (U) and several dispositions to the issuer (D) reflecting derivative settlements. These were not voluntary open-market sales but cash settlements triggered by the merger.
Key Details
- Transaction date: June 16, 2026 (Effective Time of the merger).
- Offer price / implied value: $23.50 per share; aggregate ≈ $2,679,447 (before tax withholding).
- Shares disposed: 114,019 total (15,942 listed as change-of-control; 98,077 listed as dispositions to the issuer across multiple derivative line items).
- Shares owned after transaction: At the Effective Time all issued and outstanding Company common stock was cancelled and converted into the right to receive the Offer Price, so no outstanding company common shares remained.
- Notable footnotes:
- The transactions were pursuant to the Agreement and Plan of Merger and tender offer—each outstanding share was cancelled for $23.50/share (less taxes).
- Outstanding RSUs vested immediately prior to the Effective Time and were converted into a cash payment equal to the Offer Price (less taxes).
- Outstanding stock options with an exercise price below the Offer Price were cashed out for the spread; options at or above the Offer Price were cancelled without payment.
- Timeliness: The Form 4 reports the transactions with the Period of Report and filing date of June 16, 2026 (same day as the Effective Time), indicating a timely filing.
Context
- These were merger-driven cash settlements of equity and equity derivatives (RSUs and certain stock options), not discretionary open-market sales — so they reflect the corporate transaction mechanics rather than an insider trading signal.
- For retail investors: purchases generally carry more signal than forced cash-outs; this filing documents payment to the insider under the merger terms rather than a voluntary bet on the stock.
Insider Transaction Report
Form 4Exit
Patel Ajay
EVP and CFO
Transactions
- Disposition from Tender
Common Stock
[F1][F2]2026-06-16−15,942→ 0 total - Disposition to Issuer
Restricted Stock Units
[F3]2026-06-16−26,026→ 0 totalExercise: $0.00→ Common Stock (26,026 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-06-16−15,666→ 0 totalExercise: $19.65→ Common Stock (15,666 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-06-16−22,666→ 0 totalExercise: $11.90→ Common Stock (22,666 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-06-16−12,591→ 0 totalExercise: $12.18→ Common Stock (12,591 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-06-16−21,128→ 0 totalExercise: $11.77→ Common Stock (21,128 underlying)
Footnotes (4)
- [F1]This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 13, 2026, by and among Assertio Holdings, Inc. (the "Issuer"), Zydus Worldwide DMCC ("Parent"), Zara Merger Sub Inc., a wholly owned subsidiary of Parent ("Purchaser") and Zydus Pharmaceuticals (USA) Inc., pursuant to which Purchaser completed a tender offer (the "Offer") for all outstanding shares of common stock of the Issuer ("Company Common Stock") at a price of $23.50 per share in cash, without interest (the "Offer Price"), and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"), effective as of June 16, 2026 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right [continues to Footnote 2]
- [F2][continues from Footnote 1] to receive the Offer Price, less any applicable withholding taxes.
- [F3]Pursuant to the Merger Agreement, each restricted stock unit of the Issuer (each, a "Company RSU") that was outstanding but unvested immediately prior to the Effective Time became fully vested as of immediately prior to the Effective Time and, at the Effective Time, each outstanding Company RSU was cancelled and converted into the right to receive a cash payment, less any applicable withholding taxes, equal to the Offer Price.
- [F4]Pursuant to the Merger Agreement, each option to purchase shares of Company Common Stock (each, a "Company Stock Option") that was outstanding immediately prior to the Effective Time, whether vested or unvested, with an exercise price per share less than the Offer Price, was cancelled at the Effective Time and converted into the right to receive a cash payment, less any applicable withholding taxes, equal to the product of (A) the excess of the Offer Price over the exercise price payable per share of Company Common Stock under such Company Stock Option, multiplied by (B) the total number of shares of Company Common Stock subject to such Company Stock Option. Each Company Stock Option with an exercise price per share equal to or greater than the Offer Price was cancelled at the Effective Time without any cash payment in respect thereof.
Signature
/s/ Sam Schlessinger, Attorney-in-fact for Ajay Patel|2026-06-16