SEC Form 4 · accession 0001571049-16-012519

SIRONA DENTAL SYSTEMS, INC. · SIRO

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Jonathan I Friedman

Officer — General Counsel and Secretary

Period of report

Feb 29, 2016

Accepted (ET)

Mar 1, 2016 · 6:52 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001014507

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Dec 18, 2015	M	1,407	$40.03	A	75,979	D
Common Stock^F1,F2,F3	Feb 29, 2016	D	75,979	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Option (right to buy)^F6	$40.03	Dec 18, 2015	M	1,407	D	—	Nov 22, 2021	Common Stock	1,407	D
Option (right to buy)^F5,F4,F7	$62.20	Feb 29, 2016	D	3,126	D	—	Nov 20, 2022	Common Stock	3,126	D
Option (right to buy)^F5,F4,F8	$67.59	Feb 29, 2016	D	4,614	D	—	Nov 26, 2023	Common Stock	4,614	D
Option (right to buy)^F5,F4,F9	$86.00	Feb 29, 2016	D	7,609	D	—	Nov 25, 2024	Common Stock	7,609	D

Explanation of responses

F1Includes 4,318 performance stock units ("PSU") and 11,062 restricted stock units ("RSU").
F2On 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."
F3Disposed 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, (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, 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 DENTSPLY common stock based on the 1.8142 exchange ratio; in each case rounded down to the nearest whole share or RSU, as applicable.
F4The 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.
F5Disposed 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.
F6The stock options, originally representing the right to purchase a total of 5,625 shares, vest as follows: 1/4 on 11/22/2012, 1/4 on 11/22/2013, 1/4 on 11/22/2014 and the final 1/4 on 11/22/2015.
F7The aggregate 6,250 options vest as follows: 25% on 11/20/2013, 25% on 11/20/2014, 25% on 11/20/2015 and the final 25% on 11/20/2016.
F8The aggregate 6,152 options vest as follows: 25% on 11/26/2014, 25% on 11/26/2015, 25% on 11/26/2016 and the final 25% on 11/26/2017.
F9The aggregate 7,609 options vest as follows: 25% on 11/25/2015, 25% on 11/25/2016, 20% on 11/25/2017, 20% on 11/25/2018 and the final 10% on 11/25/2019.