0000899243-16-025084.txt : 20160713
0000899243-16-025084.hdr.sgml : 20160713
20160713171410
ACCESSION NUMBER: 0000899243-16-025084
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: Lavigne Christophe
CENTRAL INDEX KEY: 0001586629
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36095
FILM NUMBER: 161766141
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
0001586629
Lavigne Christophe
LDR HOLDING CORPORATION
13785 RESEARCH BLVD STE 200
AUSTIN
TX
78750
1
1
0
0
President & CEO
Common Stock
2016-07-13
4
U
0
684153
37.00
D
174
D
Common Stock
2016-07-13
4
D
0
174
37.00
D
0
D
Incentive Stock Option (right to buy)
6.534
2016-07-13
4
D
0
10737
30.466
D
2022-07-10
Common Stock
10737
0
D
Non-Qualified Stock Option (right to buy)
6.534
2016-07-13
4
D
0
24315
30.466
D
2022-07-10
Common Stock
24315
0
D
Non-Qualified Stock Option (right to buy)
15.00
2016-07-13
4
D
0
82962
22.00
D
2023-10-08
Common Stock
82962
0
D
Non-Qualified Stock Option (right to buy)
27.41
2016-07-13
4
D
0
55000
9.59
D
2024-01-16
Common Stock
55000
0
D
Restricted Stock Unit (RSU)
2016-07-13
4
D
0
20624
37.00
D
Common Stock
20624
0
D
Performance Shares
2016-07-13
4
D
0
13456
37.00
D
Common Stock
13456
0
D
Non-Qualified Stock Option (right to buy)
32.78
2016-07-13
4
D
0
50000
4.22
D
2025-01-01
Common Stock
50000
0
D
Restricted Stock Unit (RSU)
2016-07-13
4
D
0
18750
37.00
D
Common Stock
18750
0
D
Non-Qualified Stock Option (right to buy)
25.11
2016-07-13
4
D
0
63768
11.89
D
2026-01-01
Common Stock
63768
0
D
Restricted Stock Unit (RSU)
2016-07-13
4
D
0
31884
37.00
D
Common Stock
31884
0
D
Performance Shares
2016-07-13
4
A
0
31884
0.00
A
Common Stock
31884
31884
D
Performance Shares
2016-07-13
4
D
0
31884
37.00
D
Common Stock
31884
0
D
Includes 594 ESPP shares acquired under the Issuer's Amended and Restated 2013 Employee Stock Purchase Plan on May 31, 2016.
Includes 174 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 Christophe Lavigne
2016-07-13