SEC Form 4 · accession 0001144204-17-011006
DERMA SCIENCES, INC. · DSCI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Robert G Moussa
Director
Period of report
Feb 24, 2017
Accepted (ET)
Feb 24, 2017 · 5:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000892160
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 24, 2017 | D | 81,771 | — | D | 0 | D | |
| Common StockF2,F4 | Feb 24, 2017 | D | 17,500 | — | A | 17,500 | 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,F3,F4 | $4.11 | Feb 24, 2017 | D | 17,375 | D | — | — | Common Stock | 17,375 | 0 | D |
| Restricted Stock UnitsF7,F5 | — | Feb 24, 2017 | D | 17,500 | D | — | — | Common Stock | 17,500 | 0 | D |
Explanation of responses
- F1Pursuant to the terms of the Agreement and Plan of Merger, dated January 10, 2017, by and among the Issuer, Integra Derma, Inc. and Integra LifeSciences Holdings Corporation (the "Merger Agreement"), as of the Effective Time (as defined in the Merger Agreement), the shares of the Issuer's common stock were converted into the right to receive $7.00 per share to the reporting person in cash.
- F2Represents shares of the Issuer's common stock received upon the vesting of 17,500 restricted stock units, as described herein.
- F3Represents the weighted average exercise price for in-the-money stock options, as described in a Schedule TO and the Issuer's Schedule 14D-9, each as filed with the Securities and Exchange Commission on January 25, 2017, pursuant to which Integra Derma, Inc. offered to purchase all of the Issuer's common stock for $7.00 per share (the "Offer").
- F4In connection with the expiration of the Offer and the subsequent closing of the merger pursuant to the terms of the Merger Agreement, all outstanding stock options became fully vested and exercisable on such date. Each stock option held by the reporting person was then cancelled in exchange for a cash payment representing the difference between the exercise price of such option and $7.00 per share, payable without any interest thereon and subject to any required tax withholdings.
- F5Upon the Effective Time, the restricted stock units were converted into the right to receive an amount in cash equal to $7.00 with respect to each share of common stock underlying such award, payable without any interest thereon and subject to any required tax withholdings.
- F6The options were originally granted in consideration of the reporting person's services to the Issuer and without payment of consideration.
- F7The restricted stock units were originally granted in consideration of the reporting person's services to the Issuer and without payment of consideration.