Schlessinger Sam 4

What Happened

• Sam Schlessinger, EVP and General Counsel of Assertio Holdings (ASRT), had multiple holdings disposed/cancelled in connection with Assertio’s June 16, 2026 merger. The Form 4 reports dispositions totaling 108,771 shares and derivative units across several entries dated 2026-06-16. Under the merger, each share of common stock was converted into the right to receive $23.50 per share in cash (less applicable withholding); using the offer price, the notional value of 108,771 shares is roughly $2.56 million before taxes. Some entries on the Form 4 show $0 or “N/A” because the filing discloses cancellations/conversions of equity awards and options rather than open-market trades.

Key Details

• Transaction date: 2026-06-16 (effective time of the merger/tender offer).
• Reported disposals: 14,738; 25,748; 15,666; 18,900; 12,591; 21,128 — total 108,771 shares/derivatives.
• Offer price per share: $23.50 in cash under the Merger Agreement; estimated gross value ≈ $2.56M (actual cash paid may differ for options depending on exercise prices and after tax withholding).
• Shares owned after the transactions: not specified in the filing.
• Notable footnotes: RSUs vested immediately prior to the Effective Time and were cancelled for cash per the Merger Agreement; outstanding stock options with exercise prices below $23.50 were cashed out for the spread, while options with exercise prices at/above $23.50 were cancelled without payment. Cash payments are subject to applicable withholding taxes.
• Filing timeliness: filing covers the Effective Time (2026-06-16) and was reported on the same date — no late filing indicator shown.

Context

• This was not an open-market sale; it was a merger-related cancellation/conversion of common stock, RSUs and options under the Merger Agreement (tender offer + merger). For options, the Form 4 lists derivative dispositions — those were settled for cash per the agreement rather than exercised-and-sold in the market. These types of merger-driven conversions are routine outcomes of an acquisition and reflect deal consideration, not an individual market-timing decision.