LaSala Joseph Frank 4
4 · Augusta SpinCo Corp · Filed Feb 11, 2026
Research Summary
AI-generated summary of this filing
Augusta SpinCo Director Joseph LaSala Disposes Shares in Merger
What Happened Joseph Frank LaSala, a director of Augusta SpinCo Corp, disposed of two blocks of the issuer's common stock on Feb 9, 2026: 1,155 shares and 944.478 shares (total 2,099.478 issuer shares). These issuer shares were first received by LaSala via a pro rata distribution from Becton, Dickinson & Co. (one block) and through his Becton 401(k) account (the other block), and then converted in a merger: each Augusta SpinCo share was exchanged for 0.135343148384084 shares of Waters Corporation common stock. Using Waters’ Feb 9, 2026 closing price of $328.14, the exchange equals roughly 284.15 Waters shares, with an approximate market value of $93,240. These were dispositions under a corporate transaction, not open-market sales.
Key Details
- Transaction date: Feb 9, 2026 (filed on Form 4 Feb 11, 2026).
- Transaction code: D (Disposition to issuer via merger/exchange).
- Shares disposed: 1,155 and 944.478 (total 2,099.478 issuer shares).
- Exchange ratio: 0.135343148384084 Waters shares per issuer share.
- Waters closing price on Feb 9, 2026: $328.14 → approximate value received: ~$93,240.
- Footnotes: F1/F3 — the issuer shares were acquired by LaSala via a pro rata distribution from Becton, Dickinson (one block) and via his BDX 401(k) account (the other); F2 — the shares were disposed in the merger pursuant to the merger agreement and converted into Waters stock.
- Shares owned after transaction: not specified on the filing; issuer shares were converted into Waters shares as part of the transaction.
- Filing timeliness: Form 4 was filed Feb 11, 2026 (within the typical 2-business-day window).
Context This activity reflects a corporate reorganization (a distribution from Becton, Dickinson followed by a merger exchange into Waters stock) rather than a personal open-market sale. The reporting person received Waters common stock in exchange — not cash — so the transaction is procedural under the merger terms. For retail investors, note this type of disposition is driven by deal mechanics and not necessarily a signal of the insider's view on the company.
Insider Transaction Report
- Disposition to Issuer
Common Stock, par value $0.01 per share
[F1][F2]2026-02-09−1,155→ 0 total - Disposition to Issuer
Common Stock, par value $0.01 per share
[F3][F2]2026-02-09−944.478→ 0 total(indirect: By 401(k))
Footnotes (3)
- [F1]Represents 1,155 shares of the Issuer's common stock acquired by the Reporting Person in a pro rata distribution by Becton, Dickinson and Company to holders of its common stock for no consideration, which occurred on February 9, 2026 in a transaction exempt under Rules 16a-9 and 16b-3 of the Securities Exchange Act of 1934, as amended (the "Distribution").
- [F2]On February 9, 2026 following the Distribution, each share of the Issuer's common stock, par value $0.01 per share, was disposed of by merger pursuant to the Agreement and Plan of Merger, dated as of July 13, 2025, by and among Waters Corporation ("Waters"), Becton, Dickinson and Company, Beta Merger Sub, Inc. and the Issuer, in exchange for 0.135343148384084 shares of Waters common stock, par value $0.01 per share ("Waters Common Stock"). The closing price per share of Waters Common Stock on February 9, 2026 was $328.14.
- [F3]Represents 944.478 shares of the Issuer's common stock acquired by the Reporting Person in the Distribution through the Reporting Person's account in the Becton, Dickinson and Company 401(k) Plan (the "401(k) Plan").