0000899243-16-025086.txt : 20160713 0000899243-16-025086.hdr.sgml : 20160713 20160713171511 ACCESSION NUMBER: 0000899243-16-025086 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: Burrows James CENTRAL INDEX KEY: 0001586700 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36095 FILM NUMBER: 161766146 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 0001586700 Burrows James LDR HOLDING CORPORATION 13785 RESEARCH BLVD STE 200 AUSTIN TX 78750 0 1 0 0 Chief Operating Officer Common Stock 2016-07-13 4 U 0 18137 37.00 D 0 D Incentive Stock Option (right to buy) 3.105 2016-07-13 4 D 0 9314 33.895 D 2020-11-19 Common Stock 9314 0 D Incentive Stock Option (right to buy) 5.94 2016-07-13 4 D 0 11594 31.06 D 2022-07-10 Common Stock 11594 0 D Non-Qualified Stock Option (right to buy) 5.94 2016-07-13 4 D 0 21268 31.06 D 2022-07-10 Common Stock 21268 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 10000 9.59 D 2024-01-16 Common Stock 10000 0 D Restricted Stock Unit (RSU) 2016-07-13 4 D 0 3750 37.00 D Common Stock 3750 0 D Non-Qualified Stock Option (right to buy) 32.78 2016-07-13 4 D 0 10000 4.22 D 2025-01-01 Common Stock 10000 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 6728 37.00 D Common Stock 6728 0 D Non-Qualified Stock Option (right to buy) 25.11 2016-07-13 4 D 0 17594 11.89 D 2026-01-01 Common Stock 17594 0 D Restricted Stock Unit (RSU) 2016-07-13 4 D 0 8797 37.00 D Common Stock 8797 0 D Performance Shares 2016-07-13 4 A 0 8797 0.00 A Common Stock 8797 8797 D Performance Shares 2016-07-13 4 D 0 8797 37.00 D Common Stock 8797 0 D 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 James Burrows 2016-07-13