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