4//SEC Filing
SIRONA DENTAL SYSTEMS, INC. 4
Accession 0001571049-16-012516
CIK 0001014507operating
Filed
Feb 29, 7:00 PM ET
Accepted
Mar 1, 6:50 PM ET
Size
14.2 KB
Accession
0001571049-16-012516
Insider Transaction Report
Form 4
Berthan Rainer
Executive VP
Transactions
- Disposition to Issuer
Common Stock
2016-02-29−27,966→ 0 total - Disposition to Issuer
Option (right to buy)
2016-02-29−7,844→ 0 totalExercise: $67.59Exp: 2023-11-26→ Common Stock (7,844 underlying) - Disposition to Issuer
Option (right to buy)
2016-02-29−16,000→ 0 totalExercise: $44.77Exp: 2022-07-02→ Common Stock (16,000 underlying) - Disposition to Issuer
Option (right to buy)
2016-02-29−9,783→ 0 totalExercise: $86.00Exp: 2024-11-25→ Common Stock (9,783 underlying)
Footnotes (8)
- [F1]Includes 6,329 performance stock units ("PSU") and 18,150 restricted stock units ("RSU").
- [F2]On February 29, 2016, pursuant to an Agreement and Plan of Merger, dated as of September 15, 2015 (the "Merger Agreement"), by and among Sirona Dental Systems, Inc. ("Sirona"), DENTSPLY International Inc. ("DENTSPLY") and Dawkins Merger Sub Inc., a wholly owned subsidiary of DENTSPLY ("Merger Sub"), Merger Sub merged with and into Sirona, with Sirona continuing as the surviving entity and a wholly owned subsidiary of DENTSPLY (the "Merger"). Upon completion of the Merger, DENTSPLY changed its corporate name to "DENTSPLY SIRONA Inc."
- [F3]Disposed of pursuant to the Merger Agreement in which (x) each share of Sirona common stock issued and outstanding immediately prior to the consummation of the Merger was converted into 1.8142 shares of DENTSPLY common stock, (y) each unvested RSU outstanding immediately prior to the consummation of the Merger was assumed by DENTSPLY and was converted into 1.8142 RSUs of DENTSPLY on the same terms and conditions as were in effect immediately prior to the completion of the Merger, and (z) each PSU outstanding immediately prior to the consummation of the Merger was deemed to be earned at the maximum level of 200% and was converted into DENTSPLY common stock based on the 1.8142 exchange ratio; in each case rounded down to the nearest whole share or RSU, as applicable.
- [F4]The exercise price per share of each converted Sirona stock option will be determined by dividing the per share exercise price of such stock option by the 1.8142 exchange ratio, and rounding up to the nearest whole cent.
- [F5]Disposed of pursuant to the Merger Agreement in which each outstanding and unexercised option to acquire shares of Sirona common stock, whether or not vested or exercisable, was assumed by DENTSPLY and was converted into an option to acquire shares of DENTSPLY common stock on the same terms and conditions as were in effect immediately prior to the completion of the Merger based on the 1.8142 exchange ratio, rounded down to the nearest whole share.
- [F6]25% vested on 1/1/2014, 25% vested on 7/2/2014, 25% vested on 7/2/2015, and the final 25% shall vest on 7/2/2016.
- [F7]25% vested on 11/26/2014, 25% vested on 11/26/2015, 25% shall vest on 11/26/2016, and the final 25% shall vest on 11/26/2017.
- [F8]25% vested on 11/25/2015, 25% shall vest on 11/25/2016, 20% shall vest on 11/25/2017, 20% shall vest on 11/25/2018 and the final 10% shall vest on 11/25/2019.
Documents
Issuer
SIRONA DENTAL SYSTEMS, INC.
CIK 0001014507
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001014507
Filing Metadata
- Form type
- 4
- Filed
- Feb 29, 7:00 PM ET
- Accepted
- Mar 1, 6:50 PM ET
- Size
- 14.2 KB