SEC Form 4 · accession 0000903423-15-000406
LVB Acquisition, Inc.
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Wil C. Boren
Officer — See Remarks
Period of report
Jun 24, 2015
Accepted (ET)
Jun 26, 2015 · 8:21 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001402366
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF7,F1,F2 | Jun 24, 2015 | D | 52,585 | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Options (Right to Buy)F7,F3,F4 | $7.88 | Jun 24, 2015 | D | 200,000 | D | — | Jul 31, 2022 | Common Shares | 200,000 | 0 | D |
| Employee Stock Options (Right to Buy)F7,F3,F4 | $7.88 | Jun 24, 2015 | D | 50,000 | D | — | Nov 7, 2022 | Common Shares | 50,000 | 0 | D |
| Restricted Stock UnitsF7,F5,F6 | $0.00 | Jun 24, 2015 | D | 300,000 | D | — | — | Common Shares | 300,000 | 0 | D |
| Restricted Stock UnitsF7,F5,F6 | $0.00 | Jun 24, 2015 | D | 30,000 | D | — | — | Common Shares | 30,000 | 0 | D |
Explanation of responses
- F1On June 24, 2015, Zimmer Holdings, Inc., a Delaware corporation ("Zimmer"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger between the Issuer, Zimmer and Owl Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Zimmer ("Merger Sub"), dated as of April 24, 2014 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and an indirect wholly-owned subsidiary of Zimmer (the "Merger").
- F2Pursuant to the Merger Agreement, on June 24, 2015, the effective date of the Merger, each share held by the reporting person was exchanged for $8.94 in cash, without interest (the "Cash Consideration"), and 0.0562 shares of Zimmer common stock (the "Stock Consideration").
- F3This option was partially vested at the effective time of the Merger. The vested portion of this option was deemed exercised through net-share settlement and the underlying shares deemed exchanged for $8.94 in Cash Consideration and 0.0562 shares in Stock Consideration
- F4This option was partially vested at the effective time of the Merger. The unvested portion of this option was canceled and converted into the right to receive $3.88 in Cash Consideration and 0.024 shares in Stock Consideration.
- F5Each restricted stock unit, which was unvested at the effective time of the Merger, was canceled and converted into the right to receive $8.94 in Cash Consideration and 0.0562 shares in Stock Consideration.
- F6N/A
- F7The Board of Directors of the Issuer has adopted resolutions exempting the disposition of the Issuer's shares, options and restricted stock units reported on this Form 4 by the Reporting Person pursuant to rule 16b-3 under the Exchange Act.
Remarks
Senior Vice President and President, SET