Zydus buys Assertio (ASRT); EVP Schlessinger equity cashed out at $23.50
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Assertio Holdings, Inc. executive vice president and general counsel Sam Schlessinger reported the cash-out of his equity in connection with the company’s merger with Zydus Worldwide DMCC. A Zydus subsidiary completed a tender offer for all Assertio common shares at $23.50 per share in cash, followed by a merger that made Assertio a wholly owned subsidiary.
Schlessinger disposed of 14,738 shares of common stock pursuant to the tender offer and merger. He also disposed of stock options covering 21,128 shares at an exercise price of $11.77, 12,591 shares at $12.177, and 18,900 shares at $11.8965, as well as 25,748 restricted stock units, all converted into cash or cancelled under the merger agreement mechanics. Following these transactions, his reported holdings in these instruments were reduced to zero.
Positive
- None.
Negative
- None.
Insights
Executive equity fully cashed out in Assertio’s sale to Zydus.
The filing shows Sam Schlessinger, EVP and general counsel of Assertio, disposing of all reported equity interests as part of the company’s merger with Zydus Worldwide DMCC. Common shares were bought in a tender offer at $23.50 per share, then the company was merged into a Zydus subsidiary.
Equity awards were treated mechanically under the merger agreement. Vested and unvested restricted stock units and in-the-money stock options were cancelled and converted into cash based on the same $23.50 offer price, while higher-priced options were cancelled without payment. This is standard treatment in many cash acquisitions.
Because all reported holdings fall to zero, this is a complete exit for this insider, driven by the change-of-control transaction rather than open-market trading. The economic outcome for shareholders and insiders is defined by the agreed cash price and the merger terms already disclosed in earlier deal documents.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Schlessinger Sam
Role
EVP, General Counsel
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 25,748 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 15,666 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 18,900 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 12,591 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 21,128 | $0.00 | -- |
| U | Common Stock | 14,738 | $0.00 | -- |
Holdings After Transaction:
Restricted Stock Units — 0 shares (Direct, null);
Stock Option (Right to Buy) — 0 shares (Direct, null);
Common Stock — 0 shares (Direct, null)
Footnotes (1)
- This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 13, 2026, by and among Assertio Holdings, Inc. (the "Issuer"), Zydus Worldwide DMCC ("Parent"), Zara Merger Sub Inc., a wholly owned subsidiary of Parent ("Purchaser") and Zydus Pharmaceuticals (USA) Inc., pursuant to which Purchaser completed a tender offer (the "Offer") for all outstanding shares of common stock of the Issuer ("Company Common Stock") at a price of $23.50 per share in cash, without interest (the "Offer Price"), and thereafter merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent (the "Merger"), effective as of June 16, 2026 (the "Effective Time"). At the Effective Time, each issued and outstanding share of Company Common Stock was cancelled and converted into the right [continues to Footnote 2] [continues from Footnote 1] to receive the Offer Price, less any applicable withholding taxes. Pursuant to the Merger Agreement, each restricted stock unit of the Issuer (each, a "Company RSU") that was outstanding but unvested immediately prior to the Effective Time became fully vested as of immediately prior to the Effective Time and, at the Effective Time, each outstanding Company RSU was cancelled and converted into the right to receive a cash payment, less any applicable withholding taxes, equal to the Offer Price. Pursuant to the Merger Agreement, each option to purchase shares of Company Common Stock (each, a "Company Stock Option") that was outstanding immediately prior to the Effective Time, whether vested or unvested, with an exercise price per share less than the Offer Price, was cancelled at the Effective Time and converted into the right to receive a cash payment, less any applicable withholding taxes, equal to the product of (A) the excess of the Offer Price over the exercise price payable per share of Company Common Stock under such Company Stock Option, multiplied by (B) the total number of shares of Company Common Stock subject to such Company Stock Option. Each Company Stock Option with an exercise price per share equal to or greater than the Offer Price was cancelled at the Effective Time without any cash payment in respect thereof.
Key Figures
Tender offer price: $23.50 per share
Common shares disposed: 14,738 shares
Stock options disposed @ $11.77: 21,128 options
+4 more
7 metrics
Tender offer price
$23.50 per share
Cash consideration for each Assertio common share
Common shares disposed
14,738 shares
Assertio common stock tendered/cancelled for Sam Schlessinger
Stock options disposed @ $11.77
21,128 options
In-the-money Company Stock Options cancelled for cash
Stock options disposed @ $12.177
12,591 options
In-the-money Company Stock Options cancelled for cash
Stock options disposed @ $11.8965
18,900 options
In-the-money Company Stock Options cancelled for cash
Restricted stock units disposed
25,748 RSUs
Company RSUs vested and converted to cash at Offer Price
Post-transaction holdings (common)
0 shares
Total common stock held after tender offer and merger
Key Terms
Agreement and Plan of Merger, tender offer, restricted stock unit, Company Stock Option, +1 more
5 terms
Agreement and Plan of Merger regulatory
"This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 13, 2026..."
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
tender offer financial
"Purchaser completed a tender offer (the "Offer") for all outstanding shares of common stock of the Issuer..."
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
restricted stock unit financial
"each restricted stock unit of the Issuer (each, a "Company RSU") that was outstanding but unvested immediately prior to the Effective Time became fully vested..."
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
Company Stock Option financial
"each option to purchase shares of Company Common Stock (each, a "Company Stock Option") that was outstanding immediately prior to the Effective Time..."
Offer Price financial
"at a price of $23.50 per share in cash, without interest (the "Offer Price")..."
The offer price is the amount per share that a company or underwriter sets when selling new stock or bonds to investors, like the price tag on an item in a store. It matters because it determines how much investors must pay, shapes the initial market value of the security, and influences whether demand will be strong or weak — which affects early trading performance and potential returns.
FAQ
What insider transaction did Assertio (ASRT) report for Sam Schlessinger?
Assertio reported that EVP and general counsel Sam Schlessinger disposed of all reported equity holdings in connection with the Zydus merger. His common shares, stock options, and restricted stock units were cancelled or cashed out under the merger terms, leaving no remaining reported position.
How were Assertio (ASRT) restricted stock units treated in the merger?
Each Assertio restricted stock unit became fully vested immediately before the merger’s effective time. At closing, every outstanding unit was cancelled and converted into a right to receive a cash payment equal to the $23.50 offer price per underlying share, less any applicable withholding taxes, instead of stock.
What happened to Assertio (ASRT) employee stock options in the Zydus deal?
In-the-money Assertio stock options, with exercise prices below $23.50, were cancelled and converted into cash equal to the offer price minus the exercise price, times the underlying shares. Options with exercise prices at or above $23.50 were cancelled at the merger’s effective time without any cash payment.