SEC Form 4/A · accession 0001571049-16-012610
DENTSPLY SIRONA Inc. · XRAY
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Jonathan I Friedman
Officer — General Counsel and Secretary
Period of report
Feb 29, 2016
Accepted (ET)
Mar 3, 2016 · 6:46 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 | 145,669 | — | A | 145,669 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 20,067 restricted stock units ("RSU"). This amendment is being filed solely to remove the reference to performance stock units ("PSU") that was included in footnote 1 in the original filing. For a description of how Sirona PSU's were treated in connection with the Merger (as defined below), please see footnote 3 below. The amount of securities acquired and beneficially owned as reported in Columns 4 and 5, respectively, did not change from what was disclosed in the original filing.
- 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.