DENTSPLY SIRONA Inc. 4/A
4/A · DENTSPLY SIRONA Inc. · Filed Mar 3, 2016
Insider Transaction Report
Form 4/AAmended
SLOVIN JEFFREY
Chief Executive Officer
Transactions
- Award
Common Stock
2016-02-29+789,993→ 789,993 total
Footnotes (3)
- [F1]Includes 92,858 restricted stock units ("RSU"). This amendment is being filed solely to remove the reference to performance stock units ("PSU") that was included in footnote 1 in the original filing. For a description of how Sirona PSU's were treated in connection with the Merger (as defined below), please see footnote 3 below. The amount of securities acquired and beneficially owned as reported in Columns 4 and 5, respectively, did not change from what was disclosed in the original filing.
- [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.