MCKEE WILLIAM 4

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.