0000899243-16-025081.txt : 20160713
0000899243-16-025081.hdr.sgml : 20160713
20160713171301
ACCESSION NUMBER: 0000899243-16-025081
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20160713
FILED AS OF DATE: 20160713
DATE AS OF CHANGE: 20160713
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: LDR HOLDING CORP
CENTRAL INDEX KEY: 0001348324
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 203933262
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 13785 RESEARCH BOULEVARD
STREET 2: SUITE 200
CITY: AUSTIN
STATE: TX
ZIP: 78750
BUSINESS PHONE: 512-344-3333
MAIL ADDRESS:
STREET 1: 13785 RESEARCH BOULEVARD
STREET 2: SUITE 200
CITY: AUSTIN
STATE: TX
ZIP: 78750
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Potgieter Andre
CENTRAL INDEX KEY: 0001586580
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36095
FILM NUMBER: 161766134
MAIL ADDRESS:
STREET 1: C/O LDR HOLDING CORPORATION
STREET 2: 13785 RESEARCH BLVD STE 200
CITY: AUSTIN
STATE: TX
ZIP: 78750
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2016-07-13
1
0001348324
LDR HOLDING CORP
LDRH
0001586580
Potgieter Andre
LDR HOLDING CORPORATION
13785 RESEARCH BLVD STE 200
AUSTIN
TX
78750
0
1
0
0
VP US Sales
Common Stock
2016-07-13
4
U
0
13660
37.00
D
241
D
Common Stock
2016-07-13
4
D
0
241
37.00
D
0
D
Incentive Stock Option (right to buy)
2.2275
2016-07-13
4
D
0
36624
34.7725
D
2018-02-07
Common Stock
36624
0
D
Incentive Stock Option (right to buy)
1.755
2016-07-13
4
D
0
21974
35.245
D
2019-01-09
Common Stock
21974
0
D
Incentive Stock Option (right to buy)
1.755
2016-07-13
4
D
0
21974
35.245
D
2019-01-09
Common Stock
21974
0
D
Incentive Stock Option (right to buy)
3.105
2016-07-13
4
D
0
14814
33.895
D
2020-11-19
Common Stock
14814
0
D
Incentive Stock Option (right to buy)
3.105
2016-07-13
4
D
0
10675
33.895
D
2021-02-01
Common Stock
10675
0
D
Incentive Stock Option (right to buy)
5.94
2016-07-13
4
D
0
10450
31.06
D
2022-07-10
Common Stock
10450
0
D
Non-Qualified Stock Option (right to buy)
5.94
2016-07-13
4
D
0
22411
31.06
D
2022-07-10
Common Stock
22411
0
D
Incentive Stock Option (right to buy)
15.00
2016-07-13
4
D
0
18518
22.00
D
2023-10-08
Common Stock
18518
0
D
Non-Qualified Stock Option (right to buy)
27.41
2016-07-13
4
D
0
17500
9.59
D
2024-01-16
Common Stock
17500
0
D
Restricted Stock Unit (RSU)
2016-07-13
4
D
0
6562
37.00
D
Common Stock
6562
0
D
Non-Qualified Stock Option (right to buy)
32.78
2016-07-13
4
D
0
15000
4.22
D
2025-01-01
Common Stock
15000
0
D
Restricted Stock Unit (RSU)
2016-07-13
4
D
0
3750
37.00
D
Common Stock
3750
0
D
Performance Shares
2016-07-13
4
D
0
9075
37.00
D
Common Stock
9075
0
D
Non-Qualified Stock Option (right to buy)
25.11
2016-07-13
4
D
0
22609
11.89
D
2026-01-01
Common Stock
22609
0
D
Restricted Stock Unit (RSU)
2016-07-13
4
D
0
11304
37.00
D
Common Stock
11304
0
D
Performance Shares
2016-07-13
4
A
0
11304
0.00
A
Common Stock
11304
11304
D
Performance Shares
2016-07-13
4
D
0
11304
37.00
D
Common Stock
11304
0
D
Includes 593 ESPP shares acquired under the Issuer's Amended and Restated 2013 Employee Stock Purchase Plan on May 31, 2016.
Includes 241 ESPP shares acquired under the Issuer's Amended and Restated 2013 Employee Stock Purchase Plan on July 11, 2016.
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.
Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's common stock.
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.
Each performance-based restricted stock unit ("PSU") represents the right to acquire one share of the Issuer's common stock.
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.
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.
/s/ Denise Cruz for Andre Potgieter
2016-07-13