SEC Form 4 · accession 0001499807-18-000143
K2M GROUP HOLDINGS, INC. · KTWO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ray A Ranelli
Director
Period of report
Nov 9, 2018
Accepted (ET)
Nov 14, 2018 · 4:51 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 StockF2 | Nov 9, 2018 | D | 3,946 | $27.50 | D | 10,610 | D | |
| Common StockF3,F4 | Nov 9, 2018 | D | 10,610 | $27.50 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Option (Right to Buy)F6,F5 | $15.00 | Nov 9, 2018 | D | 14,404 | D | — | May 7, 2024 | Common Stock | 14,404 | 0 | D |
| Stock Option (Right to Buy)F6,F5 | $23.46 | Nov 9, 2018 | D | 10,500 | D | — | Jul 1, 2025 | Common Stock | 10,500 | 0 | D |
| Stock Option (Right to Buy)F6,F7 | $14.38 | Nov 9, 2018 | D | 10,268 | D | — | Jun 14, 2026 | Common Stock | 10,268 | 0 | D |
| Stock Option (Right to Buy)F6,F8 | $22.81 | Nov 9, 2018 | D | 6,655 | D | — | Jun 5, 2027 | Common Stock | 6,655 | 0 | D |
| Stock Option (Right to Buy)F6,F9 | $23.59 | Nov 9, 2018 | D | 5,727 | D | — | Jun 4, 2028 | Common Stock | 5,727 | 0 | D |
Explanation of responses
- F1On November 9, 2018, Stryker Corporation, a Michigan corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Austin Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of August 29, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").
- F2At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $27.50 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration").
- F3Reflects shares of restricted stock.
- F4Each Issuer restricted stock award ("RSA"), whether vested or unvested, outstanding immediately prior to the Effective Time was cancelled and entitled the holder of such RSA, as applicable, to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to such award multiplied by (ii) the Merger Consideration, less any applicable withholding taxes.
- F5These options were fully vested.
- F6At the Effective Time, each stock option, whether vested or unvested, outstanding immediately before the Effective Time was cancelled and entitled the holder of such option to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to the stock option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price of such stock option, less any applicable withholding taxes.
- F7These options were to vest ratably over a three year period beginning on June 14, 2017.
- F8These options were to vest ratably over a three year period beginning on June 6, 2018.
- F9These options were to vest ratably over a three year period beginning on June 5, 2019.