Mason Heather L 4
4 · Assertio Holdings, Inc. · Filed Jun 16, 2026
Research Summary
AI-generated summary of this filing
Assertio (ASRT) Director Heather Mason Sells Shares in Merger
What Happened
- Heather L. Mason, a director of Assertio Holdings, disposed of a total of 69,691 shares in connection with the company's sale and merger into Zydus Worldwide DMCC, effective June 16, 2026. Each outstanding share of common stock was cancelled and converted into the right to receive $23.50 per share in cash, so the aggregate consideration is approximately $1.64 million (before any applicable withholding taxes).
- The Form 4 shows four disposition lines: two "change of control" share dispositions (20,944 and 6,666 shares) and two dispositions to the issuer (36,666 and 5,415 shares) reflecting derivative awards converted under the merger (RSUs/options). Some lines report $0 or N/A in the filing format, but the footnotes confirm cash payment at the $23.50 offer price (less taxes).
Key Details
- Transaction date: 2026-06-16 (Effective Time of the merger). Offer Price: $23.50 per share.
- Shares disposed: 69,691 total (20,944; 6,666; 36,666; 5,415). Approximate cash received: $1.64M before withholding.
- Shares owned after transaction: Company common shares were cancelled at the Effective Time; insider no longer holds Assertio common stock.
- Notable footnotes: Dispositions occurred pursuant to the Merger Agreement and tender/merger offer. Unvested RSUs vested and were converted to cash; in-the-money options were cashed out per the agreement. Payments are subject to applicable withholding taxes.
- Filing timeliness: Reported for the transaction date (no late filing disclosed).
Context
- These were not open-market sales but merger-related conversions/cashouts: outstanding common shares were cancelled for cash, RSUs vested and paid out, and options with exercise prices below $23.50 were cashed out per the merger formula.
- This reflects a corporate liquidity event (acquisition) rather than a portfolio trade by the insider.
Insider Transaction Report
Form 4Exit
Mason Heather L
Director
Transactions
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-06-16−20,944→ 0 total - Disposition from Tender
Common Stock
[F1][F2]2026-06-16−6,666→ 0 total(indirect: By Trust) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-06-16−36,666→ 0 totalExercise: $17.10→ Common Stock (36,666 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-06-16−5,415→ 0 totalExercise: $9.26→ Common Stock (5,415 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 Heather L. Mason|2026-06-16