SEC Form 4 · accession 0000899243-16-025083

LDR HOLDING CORP · LDRH

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

Reporting owner

G. Joseph Ross

Officer — Exec VP Global Marketing

Period of report

Jul 13, 2016

Accepted (ET)

Jul 13, 2016 · 5:14 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^F1,F2	Jul 13, 2016	U	553	$37.00	D	104	D
Common Stock	Jul 13, 2016	D	104	$37.00	D	0	D

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)^F3	$3.105	Jul 13, 2016	D	12,238	D	—	Nov 19, 2020	Common Stock	12,238	0	D
Incentive Stock Option (right to buy)^F3	$5.94	Jul 13, 2016	D	1,176	D	—	Jul 10, 2022	Common Stock	1,176	0	D
Non-Qualified Stock Option (right to buy)^F3	$5.94	Jul 13, 2016	D	6,257	D	—	Jul 10, 2022	Common Stock	6,257	0	D
Incentive Stock Option (right to buy)^F3	$15.00	Jul 13, 2016	D	18,518	D	—	Oct 8, 2023	Common Stock	18,518	0	D
Non-Qualified Stock Option (right to buy)^F3	$27.41	Jul 13, 2016	D	10,000	D	—	Jan 16, 2024	Common Stock	10,000	0	D
Restricted Stock Unit (RSU)^F4,F5	—	Jul 13, 2016	D	3,750	D	—	—	Common Stock	3,750	0	D
Non-Qualified Stock Option (right to buy)^F3	$32.78	Jul 13, 2016	D	10,000	D	—	Jan 1, 2025	Common Stock	10,000	0	D
Restricted Stock Unit (RSU)^F4,F5	—	Jul 13, 2016	D	3,750	D	—	—	Common Stock	3,750	0	D
Performance Shares^F6,F7	—	Jul 13, 2016	D	6,728	D	—	—	Common Stock	6,728	0	D
Non-Qualified Stock Option (right to buy)^F3	$25.11	Jul 13, 2016	D	17,594	D	—	Jan 1, 2026	Common Stock	17,594	0	D
Restricted Stock Unit (RSU)^F4,F5	—	Jul 13, 2016	D	8,797	D	—	—	Common Stock	8,797	0	D
Performance Shares^F8	—	Jul 13, 2016	A	8,797	A	—	—	Common Stock	8,797	8,797	D
Performance Shares^F8,F7	—	Jul 13, 2016	D	8,797	D	—	—	Common Stock	8,797	0	D

Explanation of responses

F1Includes 553 ESPP shares acquired under the Issuer's Amended and Restated 2013 Employee Stock Purchase Plan on May 31, 2016.
F2Includes 104 ESPP shares acquired under the Issuer's Amended and Restated 2013 Employee Stock Purchase Plan on July 11, 2016.
F3Pursuant 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 such merger, the "Merger") 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.
F4Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's common stock.
F5Pursuant to the Merger Agreement, each RSU, whether vested or unvested, became fully vested immediately prior to the Merger Effective Time and was 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.
F6Each performance-based restricted stock unit ("PSU") represents the right to acquire one share of the Issuer's common stock.
F7Pursuant to the Merger Agreement, each PSU, whether vested or unvested, became fully vested immediately prior to the Merger Effective Time and was canceled 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 PSU.
F8On January 1, 2016, the Reporting Person was awarded a number of PSUs within a preset range, with the actual number contingent upon the achievement of certain performance criteria. In connection with the consummation of the Merger and the related transactions, the Compensation Committee of the Issuer's Board of Directors approved the achievement of the performance criteria and determined the actual number of PSUs was at the target level. Each PSU represents the right to acquire one share of the Issuer's common stock.