SEC Form 4 · accession 0000913165-18-000018
EXACTECH INC · EXAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Bruce E Thompson
Officer — SVP Strategic Initiatives
Period of report
Feb 14, 2018
Accepted (ET)
Feb 16, 2018 · 4:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000913165
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 14, 2018 | S$0 | 25,279 | $0.00 | D | 232 | D | |
| Common Stock | Feb 14, 2018 | S | 232 | $49.25 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Incentive/Non-Qualified Stock Option (right to buy)F3 | $16.33 | Feb 14, 2018 | S | 23,800 | D | Feb 22, 2017 | Feb 22, 2019 | Common Stock | 23,800 | 0 | D |
| Incentive/Non-Qualified Stock Option (right to buy)F3 | $18.55 | Feb 14, 2018 | S | 20,000 | D | Feb 25, 2018 | Feb 25, 2020 | Common Stock | 20,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $20.90 | Feb 14, 2018 | S | 12,000 | D | May 9, 2019 | May 9, 2021 | Common Stock | 12,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $23.28 | Feb 14, 2018 | S | 9,000 | D | Apr 29, 2020 | Apr 29, 2022 | Common Stock | 9,000 | 0 | D |
| Non-Qualified Stock Option (right to buy)F3 | $30.50 | Feb 14, 2018 | S | 6,000 | D | May 3, 2022 | May 3, 2024 | Common Stock | 6,000 | 0 | D |
Explanation of responses
- F1Shares were disposed of pursuant to an Agreement and Plan of Merger, dated October 22, 2017, as amended by Amendment No.1 dated as of December 3, 2017, by and among Osteon Holdings, L.P. ("Parent"), Osteon Merger Sub, Inc., an indirect wholly owned subsidiary of Parent , and Exactech, Inc., in exchange for equity interests in Parent, each with value equal to or less than $49.25, on the effective date of the merger.
- F2Shares were disposed of pursuant to an Agreement and Plan of Merger, dated October 22, 2017, as amended by Amendment No.1 dated as of December 3, 2017, by and among Osteon Holdings, L.P., Osteon Merger Sub, Inc., an indirect wholly owned subsidiary of Parent , and Exactech, Inc., in exchange for $49.25 per share on the effective date of the merger.
- F3Pursuant to the Agreement and Plan of Merger, dated October 22, 2017, as amended by Amendment No.1 dated as of December 3, 2017, by and among Osteon Holdings, L.P., Osteon Merger Sub, Inc., an indirect wholly owned subsidiary of Parent, and Exactech, Inc., the option was canceled in exchange for a cash payment equal to $49.25 per share underlying such option minus the per share exercise price of the option, less any required withholding of taxes.