SEC Form 4 · accession 0000899243-16-025088

LDR HOLDING CORP · LDRH

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

Reporting owner

Denise Cruz

Officer — Controller

Period of report

Jul 13, 2016

Accepted (ET)

Jul 13, 2016 · 5:15 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	3,515	$37.00	D	155	D
Common Stock	Jul 13, 2016	D	155	$37.00	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Incentive Stock Option (right to buy)^F3	$4.185	Jul 13, 2016	D	740	D	—	Mar 23, 2022	Common Stock	740	D
Incentive Stock Option (right to buy)^F3	$6.345	Jul 13, 2016	D	7,407	D	—	Dec 6, 2022	Common Stock	7,407	D
Non-Qualified Stock Option (right to buy)^F3	$36.67	Jul 13, 2016	D	10,000	D	—	Mar 10, 2024	Common Stock	10,000	D
Non-Qualified Stock Option (right to buy)^F3	$23.59	Jul 13, 2016	D	6,000	D	—	May 30, 2024	Common Stock	6,000	D
Non-Qualified Stock Option (right to buy)^F4,F3	$37.53	Jul 13, 2016	D	10,000	D	—	Mar 10, 2025	Common Stock	10,000	D
Restricted Stock Unit (RSU)^F5,F6	—	Jul 13, 2016	D	7,828	D	—	—	Common Stock	7,828	D

Explanation of responses

F1Includes 593 ESPP shares acquired under the Issuer's Amended and Restated 2013 Employee Stock Purchase Plan on May 31, 2016.
F2Includes 155 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.
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
F5Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's common stock.
F6Pursuant 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.