SEC Form 4 · accession 0000899243-16-025073

LDR HOLDING CORP · LDRH

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

Reporting owner

Director

Period of report

Jul 13, 2016

Accepted (ET)

Jul 13, 2016 · 5:10 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001348324

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Jul 13, 2016	U	5,667	$37.00	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Non-Qualified Stock Option (right to buy)^F1	$15.00	Jul 13, 2016	D	3,111	D	—	Oct 8, 2023	Common Stock	3,111	D
Non-Qualified Stock Option (right to buy)^F1	$23.77	Jul 13, 2016	D	3,500	D	—	Jun 3, 2024	Common Stock	3,500	D
Non-Qualified Stock Option (right to buy)^F1	$23.77	Jul 13, 2016	D	2,700	D	—	Jun 3, 2024	Common Stock	2,700	D
Restricted Stock Unit (RSU)^F2,F3	—	Jul 13, 2016	D	833	D	—	—	Common Stock	833	D
Non-Qualified Stock Option (right to buy)^F4,F1	$37.56	Jul 13, 2016	D	1,500	D	—	May 7, 2025	Common Stock	1,500	D
Restricted Stock Unit (RSU)^F2,F3	—	Jul 13, 2016	D	2,000	D	—	—	Common Stock	2,000	D
Non-Qualified Stock Option (right to buy)^F1	$25.29	Jul 13, 2016	D	2,000	D	—	Jan 5, 2026	Common Stock	2,000	D
Restricted Stock Unit (RSU)^F2,F3	—	Jul 13, 2016	D	6,000	D	—	—	Common Stock	6,000	D

F1Pursuant to the terms of the Agreement and Plan of Merger dated June 6, 2016, by and among the Issuer, Zimmer Biomet Holdings, Inc. and LH Merger Sub, Inc., as amended through the date of this form (the "Merger Agreement"), each option, whether vested or unvested, became fully vested immediately prior to the effective time of the merger (the "Merger Effective Time") and was automatically canceled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of (A) $37.00 per share in cash (the "Merger Consideration") over (B) the exercise price per share subject to such option, and (ii) the number of shares underlying such option.
F2Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's common stock.
F3Pursuant to the Merger Agreement, each RSU, whether vested or unvested, became fully vested immediately prior to the Merger Effective Time and was automatically cancelled and converted into the right to receive an amount in cash equal to the product of (i) the Merger Consideration multiplied by (ii) the number of shares subject to such RSU.
F4Pursuant to the Merger Agreement, to the extent that the exercise price of the options is equal to or higher than the Merger Consideration, then such option was terminated and the holder was entitled to no consideration in connection with such cancellation.