Smith Kevin C. 4

Accession 0001790300-20-000009

CIK 0001492658other

View on SEC.gov Company Profile

Filed

Nov 12, 7:00 PM ET

Accepted

Nov 13, 7:31 PM ET

Size

34.5 KB

Accession

0001790300-20-000009

Insider Transaction Report

Form 4

Period: 2020-11-11

Wright Medical Group N.V.WMGI

Smith Kevin C.

SVP, Quality and Regulatory

Transactions

Disposition to Issuer
Ordinary Shares, par value EUR 0.03 per share
2020-11-11$30.75/sh−16,768$515,616→ 0 total
Disposition to Issuer
Stock Option (right to buy)
2020-11-11−11,266→ 0 total
Exercise: $24.49Exp: 2028-07-24→ Ordinary Shares (11,266 underlying)
Disposition to Issuer
Stock Option (right to buy)
2020-11-11−12,158→ 0 total
Exercise: $27.86Exp: 2027-07-25→ Ordinary Shares (12,158 underlying)
Disposition to Issuer
Ordinary Shares, par value EUR 0.03 per share
2020-11-11$30.75/sh−7,175$220,631→ 0 total
Award
Ordinary Shares, par value EUR 0.03 per share
2020-11-11+16,768→ 16,768 total
Disposition from Tender
Ordinary Shares, par value EUR 0.03 per share
2020-11-11$30.75/sh−9,354$287,636→ 17,701 total
Disposition to Issuer
Ordinary Shares, par value EUR 0.03 per share
2020-11-11−10,526→ 7,175 total
Disposition to Issuer
Stock Option (right to buy)
2020-11-11−12,871→ 0 total
Exercise: $27.84Exp: 2029-07-26→ Ordinary Shares (12,871 underlying)
Disposition to Issuer
Stock Option (right to buy)
2020-11-11−16,473→ 0 total
Exercise: $21.24Exp: 2026-07-19→ Ordinary Shares (16,473 underlying)
Disposition to Issuer
Stock Option (right to buy)
2020-11-11−12,502→ 0 total
Exercise: $20.62Exp: 2025-10-13→ Ordinary Shares (12,502 underlying)
Disposition to Issuer
Stock Option (right to buy)
2020-11-11−5,158→ 0 total
Exercise: $18.04Exp: 2022-08-10→ Ordinary Shares (5,158 underlying)
Disposition to Issuer
Stock Option (right to buy)
2020-11-11−9,075→ 0 total
Exercise: $21.66Exp: 2024-08-12→ Ordinary Shares (9,075 underlying)
Disposition to Issuer
Stock Option (right to buy)
2020-11-11−12,502→ 0 total
Exercise: $20.62Exp: 2025-10-13→ Ordinary Shares (12,502 underlying)
Disposition to Issuer
Stock Option (right to buy)
2020-11-11−11,119→ 0 total
Exercise: $19.45Exp: 2023-08-09→ Ordinary Shares (11,119 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 9,354 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 6,300 Shares issuable upon vesting of restricted stock units in respect of Shares (collectively, "Wright RSUs") and 11,401 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 6,300 Shares issuable upon vesting of the Wright RSUs and 875 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

2 files

Issuer

Wright Medical Group N.V.

CIK 0001492658

→

Entity typeother

Related Parties

filerCIK 0001734572

Filing Metadata

Form type: 4
Filed: Nov 12, 7:00 PM ET
Accepted: Nov 13, 7:31 PM ET
Size: 34.5 KB

View on SEC.gov