SEC Form 4 · accession 0001571049-16-012570

DENTSPLY SIRONA Inc. · XRAY

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

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

Jeffrey Slovin

Officer — Chief Executive Officer · Director

Period of report

Feb 29, 2016

Accepted (ET)

Mar 2, 2016 · 8:54 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000818479

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1,F2,F3	Feb 29, 2016	A	789,993	—	A	789,993	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Option (right to buy)^F5,F4,F6	$6.56	Feb 29, 2016	A	136,065	A	—	Dec 8, 2018	Common Stock	136,065	136,065	D
Option (right to buy)^F5,F4,F6	$22.07	Feb 29, 2016	A	49,890	A	—	Nov 22, 2021	Common Stock	49,890	49,890	D
Option (right to buy)^F5,F4,F7	$34.29	Feb 29, 2016	A	36,284	A	—	Nov 20, 2022	Common Stock	36,284	36,284	D
Option (right to buy)^F5,F4,F8	$38.72	Feb 29, 2016	A	43,540	A	—	Feb 20, 2023	Common Stock	43,540	43,540	D
Option (right to buy)^F5,F4,F9	$37.26	Feb 29, 2016	A	89,282	A	—	Nov 26, 2023	Common Stock	89,282	89,282	D
Option (right to buy)^F5,F4,F10	$47.41	Feb 29, 2016	A	102,542	A	—	Nov 25, 2024	Common Stock	102,542	102,542	D

Explanation of responses

F1Includes 124,418 performance stock units ("PSU") and 92,858 restricted stock units ("RSU").
F1025% vested on 11/25/2015, 25% shall vest on 11/25/2016, 20% shall vest on 11/25/2017, 20% shall vest on 11/25/2018 and the final 10% shall vest on 11/25/2019.
F2On February 29, 2016, pursuant to an Agreement and Plan of Merger, dated as of September 15, 2015 (the "Merger Agreement"), by and among Sirona Dental Systems, Inc. ("Sirona"), DENTSPLY SIRONA Inc. (the "Issuer") and Dawkins Merger Sub Inc., a wholly owned subsidiary of the Issuer ("Merger Sub"), Merger Sub merged with and into Sirona, with Sirona continuing as the surviving entity and a wholly owned subsidiary of the Issuer (the "Merger").
F3Acquired pursuant to the Merger Agreement in which (x) each share of Sirona common stock issued and outstanding immediately prior to the consummation of the Merger was converted into 1.8142 shares of Issuer common stock, (y) each unvested RSU outstanding immediately prior to the consummation of the Merger was assumed by the Issuer and was converted into 1.8142 RSUs of the Issuer on the same terms and conditions as were in effect immediately prior to the completion of the Merger and (z) each PSU outstanding immediately prior to the consummation of the Merger was deemed to be earned at the maximum level of 200% and was converted into Issuer common stock based on the 1.8142 exchange ratio; in each case rounded down to the nearest whole share or RSU, as applicable.
F4The exercise price per share was determined by dividing the per share exercise price of each Sirona option grant by the 1.8142 exchange ratio, and rounded up to the nearest whole cent.
F5Acquired pursuant to the Merger Agreement in which each outstanding option to acquire shares of Sirona common stock, whether or not vested or exercisable, was assumed by the Issuer and was converted into an option to acquire shares of Issuer common stock on the same terms and conditions as were in effect immediately prior to the completion of the Merger based on the 1.8142 exchange ratio, rounded down to the nearest whole share.
F6This option is fully vested and exercisable.
F725% vested on 11/20/2013, 25% vested on 11/20/2014, 25% vested on 11/20/2015 and the final 25% shall vest on 11/20/2016.
F825% vested on 2/20/2014, 25% vested on 2/20/2015, 25% vested on 2/20/2016 and the final 25% shall vest on 2/20/2017.
F925% vested on 11/26/2014, 25% vested on 11/26/2015, 25% shall vest on 11/26/2016 and the final 25% shall vest on 11/26/2017.