Statement of Changes in Beneficial Ownership (4)
July 13 2016 - 5:16PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Burrows James
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2. Issuer Name
and
Ticker or Trading Symbol
LDR HOLDING CORP
[
LDRH
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chief Operating Officer
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(Last)
(First)
(Middle)
LDR HOLDING CORPORATION, 13785 RESEARCH BLVD STE 200
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3. Date of Earliest Transaction
(MM/DD/YYYY)
7/13/2016
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(Street)
AUSTIN, TX 78750
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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7/13/2016
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U
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18137
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D
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$37.00
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Incentive Stock Option (right to buy)
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$3.105
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7/13/2016
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D
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9314
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(1)
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11/19/2020
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Common Stock
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9314
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$33.895
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0
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D
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Incentive Stock Option (right to buy)
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$5.94
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7/13/2016
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D
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11594
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(1)
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7/10/2022
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Common Stock
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11594
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$31.06
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0
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D
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Non-Qualified Stock Option (right to buy)
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$5.94
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7/13/2016
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D
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21268
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(1)
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7/10/2022
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Common Stock
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21268
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$31.06
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0
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D
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Incentive Stock Option (right to buy)
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$15.00
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7/13/2016
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D
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18518
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(1)
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10/8/2023
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Common Stock
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18518
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$22.00
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0
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D
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Non-Qualified Stock Option (right to buy)
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$27.41
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7/13/2016
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D
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10000
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(1)
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1/16/2024
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Common Stock
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10000
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$9.59
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0
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D
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Restricted Stock Unit (RSU)
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(2)
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7/13/2016
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D
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3750
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(3)
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(3)
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Common Stock
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3750
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$37.00
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0
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D
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Non-Qualified Stock Option (right to buy)
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$32.78
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7/13/2016
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D
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10000
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(1)
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1/1/2025
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Common Stock
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10000
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$4.22
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0
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D
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Restricted Stock Unit (RSU)
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(2)
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7/13/2016
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D
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3750
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(3)
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(3)
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Common Stock
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3750
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$37.00
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0
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D
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Performance Shares
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(4)
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7/13/2016
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D
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6728
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(5)
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(5)
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Common Stock
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6728
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$37.00
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0
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D
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Non-Qualified Stock Option (right to buy)
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$25.11
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7/13/2016
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D
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17594
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(1)
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1/1/2026
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Common Stock
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17594
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$11.89
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0
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D
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Restricted Stock Unit (RSU)
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(2)
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7/13/2016
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D
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8797
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(3)
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(3)
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Common Stock
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8797
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$37.00
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0
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D
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Performance Shares
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(6)
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7/13/2016
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A
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8797
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(6)
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(6)
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Common Stock
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8797
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$0.00
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8797
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D
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Performance Shares
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(6)
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7/13/2016
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D
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8797
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(5)
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(5)
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Common Stock
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8797
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$37.00
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the terms of the Agreement and Plan of Merger dated June 6, 2016, by and among the Issuer, Zimmer Biomet Holdings, Inc. and LH Merger Sub, Inc., as amended through the date of this form (the "Merger Agreement"), each option, whether vested or unvested, became fully vested immediately prior to the effective time of the merger (the "Merger Effective Time" and such merger, the "Merger") and was automatically canceled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of (A) $37.00 per share in cash (the "Merger Consideration") over (B) the exercise price per share subject to such option, and (ii) the number of shares underlying such option.
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(
2)
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Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's common stock.
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(
3)
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Pursuant to the Merger Agreement, each RSU, whether vested or unvested, became fully vested immediately prior to the Merger Effective Time and was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the Merger Consideration multiplied by (ii) the number of shares subject to such RSU.
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(
4)
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Each performance-based restricted stock unit ("PSU") represents the right to acquire one share of the Issuer's common stock.
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(
5)
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Pursuant to the Merger Agreement, each PSU, whether vested or unvested, became fully vested immediately prior to the Merger Effective Time and was canceled and converted into the right to receive an amount in cash equal to the product of (i) the Merger Consideration multiplied by (ii) the number of shares subject to such PSU.
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(
6)
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On January 1, 2016, the Reporting Person was awarded a number of PSUs within a preset range, with the actual number contingent upon the achievement of certain performance criteria. In connection with the consummation of the Merger and the related transactions, the Compensation Committee of the Issuer's Board of Directors approved the achievement of the performance criteria and determined the actual number of PSUs was at the target level. Each PSU represents the right to acquire one share of the Issuer's common stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Burrows James
LDR HOLDING CORPORATION
13785 RESEARCH BLVD STE 200
AUSTIN, TX 78750
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Chief Operating Officer
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Signatures
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/s/ Denise Cruz for James Burrows
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7/13/2016
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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