Kirk Sigurd 4
4 · Assertio Holdings, Inc. · Filed Jun 16, 2026
Research Summary
AI-generated summary of this filing
Assertio (ASRT) Director Kirk Sigurd Converts 30,760 Shares in Merger
What Happened
Kirk Sigurd, a director of Assertio Holdings, had a total of 30,760 company share interests disposed of in connection with the company’s sale and merger effective June 16, 2026. The Form 4 reports: 12,017 outstanding common shares cancelled in a change-of-control conversion (listed at $0 on the form), plus three derivative dispositions to the issuer of 7,913, 5,415 and 5,415 share-equivalents. Under the Merger Agreement, outstanding common shares and vested RSUs were converted into the right to receive $23.50 per share in cash; outstanding options with exercise prices below $23.50 were cashed out for the difference (Offer Price minus exercise price) times the option shares. At the $23.50 offer price, the 30,760 shares equate to $722,860 before taxes; however, option cash-outs may be lower depending on exercise prices.
Key Details
- Transaction date: June 16, 2026 (Effective Time of the merger/tender offer). Transaction codes shown: U (change in control disposition) and D (disposition to issuer).
- Offer price: $23.50 per share (cash, less any applicable withholding taxes).
- Reported line items: 12,017 common shares (U) and derivative dispositions of 7,913, 5,415 and 5,415 (D).
- Estimated gross value at $23.50: up to $722,860 across all affected share interests; actual cash for options depends on their exercise prices.
- Footnotes: RSUs were vested and converted to cash at the Offer Price; options with exercise price < Offer Price were cashed out per the Merger Agreement; options with exercise price ≥ Offer Price were cancelled with no payment.
- Shares owned after transaction: not disclosed on this Form 4.
- Filing timeliness: Form 4 dated and filed for the Effective Time of the merger (June 16, 2026); no late filing flag indicated.
Context
These dispositions are merger-driven conversions/settlements required by the acquisition, not open-market sales; they reflect contract terms of the Merger Agreement rather than a trading decision by the director. RSU and common-stock cancellations deliver the straight $23.50-per-share cash payment; option cash proceeds (if any) equal the excess of $23.50 over each option’s strike price times the number of option shares.
Insider Transaction Report
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-06-16−12,017→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
[F4]2026-06-16−7,913→ 0 totalExercise: $17.10→ Common Stock (7,913 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.