4//SEC Filing
SIRONA DENTAL SYSTEMS, INC. 4
Accession 0001571049-16-012518
CIK 0001014507operating
Filed
Feb 29, 7:00 PM ET
Accepted
Mar 1, 6:51 PM ET
Size
16.3 KB
Accession
0001571049-16-012518
Insider Transaction Report
Form 4
Augins Michael
Executive Vice President
Transactions
- Disposition to Issuer
Option (right to buy)
2016-02-29−5,000→ 0 totalExercise: $67.59Exp: 2023-11-26→ Common Stock (5,000 underlying) - Disposition to Issuer
Option (right to buy)
2016-02-29−7,500→ 0 totalExercise: $62.20Exp: 2022-11-20→ Common Stock (7,500 underlying) - Disposition to Issuer
Option (right to buy)
2016-02-29−3,500→ 0 totalExercise: $40.03Exp: 2021-11-22→ Common Stock (3,500 underlying) - Disposition to Issuer
Common Stock
2016-02-29−26,500→ 0 total - Disposition to Issuer
Option (right to buy)
2016-02-29−10,000→ 0 totalExercise: $86.00Exp: 2024-11-25→ Common Stock (10,000 underlying)
Footnotes (9)
- [F1]Includes 2,000 performance stock units ("PSU") and 13,166 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 and (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; 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]This option is fully vested and exercisable.
- [F7]Include 2,500 unvested options, which vest on November 20, 2016.
- [F8]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.
- [F9]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, 6:51 PM ET
- Size
- 16.3 KB