0001493152-21-030857.txt : 20211208 0001493152-21-030857.hdr.sgml : 20211208 20211208170108 ACCESSION NUMBER: 0001493152-21-030857 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211029 FILED AS OF DATE: 20211208 DATE AS OF CHANGE: 20211208 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Koby Michael CENTRAL INDEX KEY: 0001789574 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10986 FILM NUMBER: 211479368 MAIL ADDRESS: STREET 1: C/O 1315 CAPITAL STREET 2: 2929 WALNUT STREET, SUITE 1240 CITY: PHILADELPHIA STATE: PA ZIP: 19104 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MISONIX INC CENTRAL INDEX KEY: 0000880432 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY APPARATUS & FURNITURE [3821] IRS NUMBER: 112148932 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 BUSINESS ADDRESS: STREET 1: 1938 NEW HIGHWAY CITY: FARMINGDALE STATE: NY ZIP: 11735 BUSINESS PHONE: (631) 694-9555 MAIL ADDRESS: STREET 1: 1938 NEW HIGHWAY CITY: FARMINGDALE STATE: NY ZIP: 11735 FORMER COMPANY: FORMER CONFORMED NAME: MEDSONIC INC DATE OF NAME CHANGE: 19930328 4 1 ownership.xml X0306 4 2021-10-29 1 0000880432 MISONIX INC MSON 0001789574 Koby Michael C/O MISONIX, INC. 1938 NEW HIGHWAY FARMINGDALE NY 11735 1 0 0 0 Common Stock 2021-10-29 4 D 0 1744017 D 0 I By 1315 Capital Management, LLC Disposed of pursuant to the Agreement and Plan of Merger dated as of July 29, 2021 (the "Merger Agreement") among the Issuer, Bioventus Inc. ("Bioventus"), Oyster Merger Sub I, Inc., a Delaware corporation, and a wholly owned subsidiary of Bioventus ("Merger Sub I"), Oyster Merger Sub II, LLC, a Delaware limited liability company, and a wholly owned subsidiary of Bioventus ("Merger Sub II"), under which (a) Merger Sub I merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Bioventus (the "First Merger") and (b) immediately following the consummation of the First Merger, the Issuer merged with and into Merger Sub II, with Merger Sub II surviving as Misonix, LLC (the "Second Merger" and together with the First Merger, the "Mergers"). Pursuant to the Merger Agreement, at the effective time of the First Merger, each share of Issuer common stock was converted into the right to receive a per share amount (the "Merger Consideration") equal to either an amount in cash equal to $28.00 or 1.6839 validly issued, fully paid and non-assessable shares of Class A common stock of Bioventus, $0.001 par value per share ("Bioventus Shares"). The disposition was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder. Includes 50,000 options to purchase the Issuer's common stock which, pursuant to the Merger Agreement, at the effective time of the First Merger, automatically vested and thereafter were cancelled and converted into a right to purchase Bioventus Shares on the same terms and conditions that applied to the options immediately prior to the First Effective Time, adjusted by the Option Exchange Ratio (as defined in the Merger Agreement). The reporting person is a member of 1315 Capital Management, LLC. Under the Amended and Restated Limited Liability Company Agreement of 1315 Capital Management, LLC, the reporting person is deemed to hold the reported option for the benefit of 1315 Capital, LLC ("1315"), and must exercise the option solely upon the direction of 1315, which is entitled to the shares issued upon exercise. 1315 may be deemed the indirect beneficial owner of the option, and the reporting person may be deemed the indirect beneficial owner of the option through his indirect interest in 1315. The reporting person disclaims beneficial ownership of the option except to the extent of his pecuniary interest therein. /s/ Michael Koby 2021-12-08