0001499807-18-000142.txt : 20181114 0001499807-18-000142.hdr.sgml : 20181114 20181114165101 ACCESSION NUMBER: 0001499807-18-000142 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181109 FILED AS OF DATE: 20181114 DATE AS OF CHANGE: 20181114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FERRER CARLOS A CENTRAL INDEX KEY: 0001039931 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36443 FILM NUMBER: 181184768 MAIL ADDRESS: STREET 1: FERRER FREEMAN THOMPSON & CO LLC STREET 2: THE MILL 10 GLENVILLE ST CITY: GREENWICH STATE: CT ZIP: 06831 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: K2M GROUP HOLDINGS, INC. CENTRAL INDEX KEY: 0001499807 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 272977810 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 HOPE PARKWAY SE CITY: LEESBURG STATE: VA ZIP: 20175 BUSINESS PHONE: 703-777-3155 MAIL ADDRESS: STREET 1: 600 HOPE PARKWAY SE CITY: LEESBURG STATE: VA ZIP: 20175 4 1 wf-form4_154223224373315.xml FORM 4 X0306 4 2018-11-09 1 0001499807 K2M GROUP HOLDINGS, INC. KTWO 0001039931 FERRER CARLOS A 161 CLARKE AVENUE PALM BEACH FL 33480 1 0 0 0 Common Stock 2018-11-09 4 D 0 72846 27.50 D 5451 D Common Stock 2018-11-09 4 D 0 5451 27.50 D 0 D Stock Option (Right to Buy) 15.0 2018-11-09 4 D 0 14404 D 2024-05-07 Common Stock 14404.0 0 D Stock Option (Right to Buy) 23.46 2018-11-09 4 D 0 10500 D 2025-07-01 Common Stock 10500.0 0 D Stock Option (Right to Buy) 14.38 2018-11-09 4 D 0 10268 D 2026-06-14 Common Stock 10268.0 0 D Stock Option (Right to Buy) 22.81 2018-11-09 4 D 0 6655 D 2027-06-05 Common Stock 6655.0 0 D Stock Option (Right to Buy) 23.59 2018-11-09 4 D 0 5727 D 2028-06-04 Common Stock 5727.0 0 D On November 9, 2018, Stryker Corporation, a Michigan corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Austin Merger Sub Corp., a Delaware corporation and wholly-owned subsidiary of Parent ("Merger Sub"), dated as of August 29, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger"). At the effective time of the Merger (the "Effective Time"), each outstanding share of the Issuer's common stock (other than certain excluded shares) automatically converted into the right to receive $27.50 in cash, without interest and less any applicable withholding taxes (the "Merger Consideration"). Reflects shares of restricted stock. Each Issuer restricted stock award ("RSA"), whether vested or unvested, outstanding immediately prior to the Effective Time was cancelled and entitled the holder of such RSA, as applicable, to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to such award multiplied by (ii) the Merger Consideration, less any applicable withholding taxes. These options were fully vested. At the Effective Time, each stock option, whether vested or unvested, outstanding immediately before the Effective Time was cancelled and entitled the holder of such option to receive, without interest, an amount in cash equal to the product of (i) the total number of shares of Issuer common stock subject to the stock option multiplied by (ii) the excess, if any, of the Merger Consideration over the exercise price of such stock option, less any applicable withholding taxes. These options were to ratably vest over a three year period beginning on June 14, 2017. These options were to ratably vest over a three year period beginning on June 6, 2018. These options were to ratably vest over a three year period beginning on June 5, 2019. /s/ Carlos A. Ferrer 2018-11-14