SEC Form 4 · accession 0000904454-18-000727
K2M GROUP HOLDINGS, INC. · KTWO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Paul B. Queally
Director
Period of report
Nov 9, 2018
Accepted (ET)
Nov 14, 2018 · 4:53 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001499807
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Nov 9, 2018 | D | 86,639 | $27.50 | D | 0 | D | |
| Common StockF1,F8 | Nov 9, 2018 | D | 871 | $27.50 | D | 0 | I | By The Queally Family LLC |
| Common StockF1,F8 | Nov 9, 2018 | D | 1,922 | $27.50 | D | 0 | I | By trusts |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F2,F3 | $23.59 | Nov 9, 2018 | D | 5,727 | D | — | — | Common Stock | 5,727 | 0 | D |
| Stock Option (Right to Buy)F2,F4 | $22.81 | Nov 9, 2018 | D | 6,655 | D | — | — | Common Stock | 6,655 | 0 | D |
| Stock Option (Right to Buy)F2,F5 | $14.38 | Nov 9, 2018 | D | 10,268 | D | — | — | Common Stock | 10,268 | 0 | D |
| Stock Option (Right to Buy)F2,F6 | $23.46 | Nov 9, 2018 | D | 10,500 | D | — | — | Common Stock | 10,500 | 0 | D |
| Stock Option (Right to Buy)F2,F7 | $15.00 | Nov 9, 2018 | D | 14,404 | D | — | — | Common Stock | 14,404 | 0 | D |
Explanation of responses
- F1Disposed of pursuant to an Agreement and Plan of Merger dated as of August 29, 2018 (the "Merger Agreement"), by and among Stryker Corporation ("Stryker"), a wholly owned subsidiary of Stryker ("Merger Sub"), and the Issuer, pursuant to which Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Stryker. Stryker acquired all of the issued and outstanding shares of Common Stock of the Issuer in an all cash transaction for $27.50 per share (the "Merger Consideration").
- F2The option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to the product of (A) the excess, if any, of (1) the Merger Consideration over (2) the option exercise price, and (B) the number of shares of Common Stock subject to the option.
- F3The option provided for vesting in three equal installments on June 5, 2019, June 5, 2020 and June 5, 2021.
- F4The option provided for vesting in three equal installments on June 6, 2018, June 6, 2019 and June 6, 2020.
- F5The option provided for vesting in three equal installments on August 15, 2017, August 15, 2018 and August 15, 2019.
- F6The option provided for vesting in three equal installments on July 1, 2016, July 1, 2017 and July 1, 2018.
- F7The option provided for vesting in three equal installments on May 7, 2015, May 7, 2016 and May 7, 2017.
- F8The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest, if any, therein.