4//SEC Filing
Morton Andrew C. 4
Accession 0001790300-20-000005
CIK 0001492658other
Filed
Nov 12, 7:00 PM ET
Accepted
Nov 13, 4:16 PM ET
Size
19.7 KB
Accession
0001790300-20-000005
Insider Transaction Report
Form 4
Morton Andrew C.
SVP Chief Human Resources Ofr
Transactions
- Disposition from Tender
Ordinary Shares, par value EUR 0.03 per share
2020-11-11$30.75/sh−7,843$241,172→ 33,592 total - Disposition to Issuer
Ordinary Shares, par value EUR 0.03 per share
2020-11-11−16,099→ 17,493 total - Disposition to Issuer
Ordinary Shares, par value EUR 0.03 per share
2020-11-11$30.75/sh−17,493$537,910→ 0 total - Award
Ordinary Shares, par value EUR 0.03 per share
2020-11-11+12,802→ 12,802 total - Disposition to Issuer
Ordinary Shares, par value EUR 0.03 per share
2020-11-11$30.75/sh−12,802$393,662→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2020-11-11−19,685→ 0 totalExercise: $27.84Exp: 2029-07-26→ Ordinary Shares (19,685 underlying) - Disposition to Issuer
Stock Option (right to buy)
2020-11-11−65,062→ 0 totalExercise: $19.64Exp: 2028-03-26→ Ordinary Shares (65,062 underlying)
Footnotes (7)
- [F1]On November 4, 2019, Wright Medical Group N.V. (the "Issuer") entered into a purchase agreement (the "Purchase Agreement") with Stryker Corporation and its subsidiary, Stryker B.V. (the "Purchaser"). Pursuant to the terms of the Purchase Agreement, the Purchaser commenced a tender offer for all the outstanding ordinary shares, par value EUR 0.03 per share ("Shares"), of the Issuer (the "Offer"), and, on November 11, 2020 (the "Acceptance Time"), the Purchaser accepted all of the Shares that were validly tendered and not properly withdrawn pursuant to the Offer as of the Acceptance Time, including 26,063 Shares tendered by the reporting person, in exchange for a cash payment equal to $30.75 per Share, without interest and less applicable withholding taxes (the "Offer Consideration"), which Offer Consideration will be paid as promptly as practicable following the Closing (as defined in the Purchase Agreement).
- [F2]Includes 16,155 Shares issuable upon vesting of restricted stock units in respect of Shares (collectively, "Wright RSUs") and 17,437 Shares issuable upon vesting of Wright RSUs granted on July 23, 2020 (the "2020 RSUs"). See note (5) below for the treatment of such Wright RSUs and Wright 2020 RSUs in connection with the Offer.
- [F3]Represents Shares issuable upon vesting of the 2020 RSUs which did not vest at the Acceptance Time and were cancelled and forfeited at the Closing for no Offer Consideration or other consideration. See note (5) below for the treatment of the Wright 2020 RSUs in connection with the Offer.
- [F4]Includes 16,155 Shares issuable upon vesting of the Wright RSUs and 1,338 Shares issuable upon vesting of the 2020 RSUs. See Note (5) below for the treatment of Wright RSUs and Wright 2020 RSUs in connection with the Offer.
- [F5]See Exhibit 99.1.
- [F6]In connection with the Offer, each performance share unit in respect of Shares (a "Wright PSU") that was outstanding and unvested immediately prior to the Acceptance Time vested in full at the Acceptance Time, and, at the Closing, was cancelled in exchange for a cash payment equal to the product of (a) $30.75 multiplied by (b) the total number of Shares subject to such Wright PSU as of immediately prior to the Acceptance Time determined based on the maximum achievement of the applicable performance condition, without interest and less applicable withholding taxes.
- [F7]Pursuant to the Purchase Agreement, each outstanding option to purchase Shares (a "Wright Stock Option") that was outstanding immediately prior to the Acceptance Time was automatically canceled at the Acceptance Time, and at the Closing, exchanged for a cash payment equal to the product of (a) the number of Shares subject to the unexercised portion of such Wright Stock Option immediately prior to the Acceptance Time multiplied by (b) the excess, if any, of $30.75 over the applicable per Share exercise price of such Wright Stock Option, without interest and less applicable withholding taxes.
Documents
Issuer
Wright Medical Group N.V.
CIK 0001492658
Entity typeother
Related Parties
1- filerCIK 0001498511
Filing Metadata
- Form type
- 4
- Filed
- Nov 12, 7:00 PM ET
- Accepted
- Nov 13, 4:16 PM ET
- Size
- 19.7 KB