Emany Sravan Kumar 4
4 · Assertio Holdings, Inc. · Filed Jun 16, 2026
Research Summary
AI-generated summary of this filing
Assertio (ASRT) Director Emany Sravan Kumar Sells 36,438 Shares in Merger
What Happened
Emany Sravan Kumar, a director of Assertio Holdings, disposed of a total of 36,438 Company shares on June 16, 2026 in connection with Assertio's sale and merger. The Form 4 shows a 23,855-share disposition listed as a change of control and three derivative dispositions (1,753; 5,415; 5,415) to the issuer. Per the merger agreement footnotes, each outstanding share/derivative was converted into the right to receive $23.50 per share (the tender/merger price), so the cash value is roughly $856,000 before any applicable withholding taxes.
Key Details
- Transaction date: June 16, 2026 (Effective Time of the Merger)
- Report filed: Form 4 accession 0001104659-26-074749 (period/reporting date 2026-06-16) — filing appears contemporaneous with the transaction.
- Shares disposed: 23,855 shares (change of control disposition) plus 12,583 shares from derivative cancellations (1,753 + 5,415 + 5,415) = 36,438 total.
- Price: Offer Price $23.50 per share under the Merger Agreement; Form 4 shows $0.00 for the change-of-control line but footnotes confirm cash-out at $23.50 less withholding.
- Estimated proceeds: ~ $856,293 before withholding taxes (36,438 × $23.50).
- Nature of derivative disposals: Footnotes state unvested RSUs became fully vested then cancelled for cash; in-the-money stock options were cancelled for a cash payment equal to (Offer Price − exercise price) × shares.
- Shares owned after transaction: Not specified in the provided Form 4.
- Notable footnotes: Transactions were pursuant to the Agreement and Plan of Merger (May 13, 2026). Taxes/withholdings apply to cash payments.
Context
These were merger-related cash-outs and derivative cancellations — not open-market sales. The filings reflect the corporate acquisition process where each share/award was converted into the right to receive the agreed cash merger price. This type of disposition is administrative and related to the corporate transaction rather than a discretionary insider sale for personal trading.
Insider Transaction Report
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-06-16−23,855→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-06-16−1,753→ 0 totalExercise: $16.05→ Common Stock (1,753 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-06-16−5,415→ 0 totalExercise: $15.15→ Common Stock (5,415 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.