4//SEC Filing
DENTSPLY SIRONA Inc. 4
Accession 0001571049-16-012570
$XRAYCIK 0000818479operating
Filed
Mar 1, 7:00 PM ET
Accepted
Mar 2, 8:54 PM ET
Size
21.1 KB
Accession
0001571049-16-012570
Insider Transaction Report
Form 4
SLOVIN JEFFREY
Chief Executive Officer
Transactions
- Award
Option (right to buy)
2016-02-29+49,890→ 49,890 totalExercise: $22.07Exp: 2021-11-22→ Common Stock (49,890 underlying) - Award
Option (right to buy)
2016-02-29+89,282→ 89,282 totalExercise: $37.26Exp: 2023-11-26→ Common Stock (89,282 underlying) - Award
Option (right to buy)
2016-02-29+43,540→ 43,540 totalExercise: $38.72Exp: 2023-02-20→ Common Stock (43,540 underlying) - Award
Option (right to buy)
2016-02-29+102,542→ 102,542 totalExercise: $47.41Exp: 2024-11-25→ Common Stock (102,542 underlying) - Award
Option (right to buy)
2016-02-29+136,065→ 136,065 totalExercise: $6.56Exp: 2018-12-08→ Common Stock (136,065 underlying) - Award
Option (right to buy)
2016-02-29+36,284→ 36,284 totalExercise: $34.29Exp: 2022-11-20→ Common Stock (36,284 underlying) - Award
Common Stock
2016-02-29+789,993→ 789,993 total
Footnotes (10)
- [F1]Includes 124,418 performance stock units ("PSU") and 92,858 restricted stock units ("RSU").
- [F10]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.
- [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 SIRONA Inc. (the "Issuer") and Dawkins Merger Sub Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), Merger Sub merged with and into Sirona, with Sirona continuing as the surviving entity and a wholly owned subsidiary of the Issuer (the "Merger").
- [F3]Acquired 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 Issuer common stock, (y) each unvested RSU outstanding immediately prior to the consummation of the Merger was assumed by the Issuer and was converted into 1.8142 RSUs of the Issuer 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 Issuer 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 was determined by dividing the per share exercise price of each Sirona option grant by the 1.8142 exchange ratio, and rounded up to the nearest whole cent.
- [F5]Acquired pursuant to the Merger Agreement in which each outstanding option to acquire shares of Sirona common stock, whether or not vested or exercisable, was assumed by the Issuer and was converted into an option to acquire shares of Issuer 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]25% vested on 11/20/2013, 25% vested on 11/20/2014, 25% vested on 11/20/2015 and the final 25% shall vest on 11/20/2016.
- [F8]25% vested on 2/20/2014, 25% vested on 2/20/2015, 25% vested on 2/20/2016 and the final 25% shall vest on 2/20/2017.
- [F9]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.
Documents
Issuer
DENTSPLY SIRONA Inc.
CIK 0000818479
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0000818479
Filing Metadata
- Form type
- 4
- Filed
- Mar 1, 7:00 PM ET
- Accepted
- Mar 2, 8:54 PM ET
- Size
- 21.1 KB