4//SEC Filing
Dwyer Joseph P 4
Accession 0001493152-21-030845
CIK 0000880432other
Filed
Dec 7, 7:00 PM ET
Accepted
Dec 8, 4:45 PM ET
Size
6.6 KB
Accession
0001493152-21-030845
Insider Transaction Report
Form 4
MISONIX INCMSON
Dwyer Joseph P
Interim CFO
Transactions
- Disposition to Issuer
Common Stock
2021-10-29−276,200→ 0 total
Footnotes (3)
- [F1]Disposed of pursuant to the Agreement and Plan of Merger dated as of July 29, 2021 (the "Merger Agreement") among the Issuer, Bioventus Inc. ("Bioventus"), Oyster Merger Sub I, Inc., a Delaware corporation, and a wholly owned subsidiary of Bioventus ("Merger Sub I"), Oyster Merger Sub II, LLC, a Delaware limited liability company, and a wholly owned subsidiary of Bioventus ("Merger Sub II"), under which (a) Merger Sub I merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Bioventus (the "First Merger") and (b) immediately following the consummation of the First Merger, the Issuer merged with and into Merger Sub II, with Merger Sub II surviving as Misonix, LLC (the "Second Merger" and together with the First Merger, the "Mergers").
- [F2]Pursuant to the Merger Agreement, at the effective time of the First Merger, each share of Issuer common stock was converted into the right to receive a per share amount (the "Merger Consideration") equal to either an amount in cash equal to $28.00 or 1.6839 validly issued, fully paid and non-assessable shares of Class A common stock of Bioventus, $0.001 par value per share ("Bioventus Shares"). The disposition was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
- [F3]Includes 271,500 options to purchase the Issuer's common stock which, pursuant to the Merger Agreement, at the effective time of the First Merger, automatically vested and thereafter were cancelled and converted into a right to purchase Bioventus Shares on the same terms and conditions that applied to the options immediately prior to the First Effective Time, adjusted by the Option Exchange Ratio (as defined in the Merger Agreement).
Documents
Issuer
MISONIX INC
CIK 0000880432
Entity typeother
Related Parties
1- filerCIK 0001313398
Filing Metadata
- Form type
- 4
- Filed
- Dec 7, 7:00 PM ET
- Accepted
- Dec 8, 4:45 PM ET
- Size
- 6.6 KB