SEC Form 4 · accession 0000899243-16-025082
LDR HOLDING CORP · LDRH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Alan Milinazzo
Director
Period of report
Jul 13, 2016
Accepted (ET)
Jul 13, 2016 · 5:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001348324
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock Option (right to buy)F2,F1 | $40.04 | Jul 13, 2016 | D | 3,500 | D | — | Jul 9, 2025 | Common Stock | 3,500 | 0 | D |
| Restricted Stock Unit (RSU)F3,F4 | — | Jul 13, 2016 | D | 3,000 | D | — | — | Common Stock | 3,000 | 0 | D |
| Restricted Stock Unit (RSU)F3,F4 | — | Jul 13, 2016 | D | 6,000 | D | — | — | Common Stock | 6,000 | 0 | D |
Explanation of responses
- 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.
- F2Pursuant 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.
- F3Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's common stock.
- F4Pursuant 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.