SEC Form 4 · accession 0001571049-16-012576
DENTSPLY SIRONA Inc. · XRAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Arthur D Kowaloff
Director
Period of report
Feb 29, 2016
Accepted (ET)
Mar 2, 2016 · 9:00 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 StockF1,F2,F3 | Feb 29, 2016 | A | 29,779 | — | A | 29,779 | 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 | $23.43 | Feb 29, 2016 | A | 27,213 | A | — | Jun 21, 2016 | Common Stock | 27,213 | 27,213 | D |
| Option (right to buy)F5,F4,F6 | $17.18 | Feb 29, 2016 | A | 27,213 | A | — | Aug 13, 2017 | Common Stock | 27,213 | 27,213 | D |
| Option (right to buy)F5,F4,F6 | $14.89 | Feb 29, 2016 | A | 9,071 | A | — | May 12, 2018 | Common Stock | 9,071 | 9,071 | D |
Explanation of responses
- F1Includes 7,002 restricted stock units ("RSU").
- 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 and (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; 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.