MCKEE WILLIAM 4
4 · Assertio Holdings, Inc. · Filed Jun 16, 2026
Research Summary
AI-generated summary of this filing
Assertio (ASRT) Director William McKee Sells Shares in Merger
What Happened
William McKee, a director of Assertio Holdings, reported dispositions on June 16, 2026 related to the company’s merger/takeover. 27,936 outstanding common shares were cancelled and converted into the right to receive $23.50 per share (the tender/merger price), which equals approximately $656,496 before any withholding. The filing also shows two derivative dispositions of 5,415 units each (reported as dispositions to the issuer); per the filing footnotes, outstanding restricted stock units (RSUs) were vested and converted to cash at $23.50 each, and outstanding stock options in-the-money were cancelled and converted into cash based on the spread (Offer Price minus exercise price). These disposals are part of the Merger Agreement, not open-market sales.
Key Details
- Transaction date: June 16, 2026 (Effective Time of the merger); Offer Price: $23.50 per share.
- Direct common-stock disposition: 27,936 shares × $23.50 ≈ $656,496 (gross, before withholding).
- Two derivative dispositions of 5,415 units each were cancelled/converted pursuant to the merger; RSUs converted to $23.50/unit (5,415 × $23.50 ≈ $127,252.50 for an RSU tranche); option cash-outs are determined by (Offer Price − exercise price) × shares as described in filing.
- Shares owned after transaction: effectively 0 shares of publicly traded Assertio common stock (all outstanding shares were cancelled at the Effective Time).
- Footnotes: Transactions occurred under the Agreement and Plan of Merger (tender offer then merger). RSUs vested immediately prior to the Effective Time and converted to cash; options in-the-money were cashed out per the agreement; amounts are subject to applicable tax withholding.
- Filing timeliness: Reported on the same date (timely as filed).
Context: These disposals are merger-driven cash settlements rather than voluntary open-market sales by the insider. RSU conversions were paid at the $23.50 offer price; option cash-outs depend on each option’s exercise price and are paid as a cash settlement (not share delivery). For investors, merger-driven conversions are routine transactional mechanics and do not necessarily signal insider sentiment about the company’s future independent performance.
Insider Transaction Report
- Disposition from Tender
Common Stock
[F1][F2][F3]2026-06-16−27,936→ 0 total - 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.