4//SEC Filing
DERMA SCIENCES, INC. 4
Accession 0001144204-17-011041
CIK 0000892160operating
Filed
Feb 23, 7:00 PM ET
Accepted
Feb 24, 5:30 PM ET
Size
12.7 KB
Accession
0001144204-17-011041
Insider Transaction Report
Form 4
WILLS STEPHEN T
Director
Transactions
- Disposition to Issuer
Common Stock
2017-02-24−147,076→ 0 total - Disposition to Issuer
Common Stock
2017-02-24+27,500→ 27,500 total - Disposition to Issuer
Stock Option (right to buy)
2017-02-24−29,375→ 0 totalExercise: $4.27→ Common Stock (29,375 underlying) - Disposition to Issuer
Restricted Stock Units
2017-02-24−27,500→ 0 total→ Common Stock (27,500 underlying)
Footnotes (7)
- [F1]Pursuant to the terms of the Agreement and Plan of Merger, dated January 10, 2017, by and among the Issuer, Integra Derma, Inc. and Integra LifeSciences Holdings Corporation (the "Merger Agreement"), as of the Effective Time (as defined in the Merger Agreement), the shares of the Issuer's common stock were converted into the right to receive $7.00 per share to the reporting person in cash.
- [F2]Represents shares of the Issuer's common stock received upon the vesting of 27,500 restricted stock units, as described herein.
- [F3]Represents the weighted average exercise price for in-the-money stock options, as described in a Schedule TO and the Issuer's Schedule 14D-9, each as filed with the Securities and Exchange Commission on January 25, 2017, pursuant to which Integra Derma, Inc. offered to purchase all of the Issuer's common stock for $7.00 per share (the "Offer").
- [F4]In connection with the expiration of the Offer and the subsequent closing of the merger pursuant to the terms of the Merger Agreement, all outstanding stock options became fully vested and exercisable on such date. Each stock option held by the reporting person was then cancelled in exchange for a cash payment representing the difference between the exercise price of such option and $7.00 per share, payable without any interest thereon and subject to any required tax withholdings.
- [F5]Upon the Effective Time, the restricted stock units were converted into the right to receive an amount in cash equal to $7.00 with respect to each share of common stock underlying such award, payable without any interest thereon and subject to any required tax withholdings.
- [F6]The options were originally granted in consideration of the reporting person's services to the Issuer and without payment of consideration.
- [F7]The restricted stock units were originally granted in consideration of the reporting person's services to the Issuer and without payment of consideration.
Documents
Issuer
DERMA SCIENCES, INC.
CIK 0000892160
Entity typeoperating
IncorporatedPA
Related Parties
1- filerCIK 0000892160
Filing Metadata
- Form type
- 4
- Filed
- Feb 23, 7:00 PM ET
- Accepted
- Feb 24, 5:30 PM ET
- Size
- 12.7 KB