Assertio (ASRT) director fully cashes out shares and options in Zydus $23.50-per-share merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Assertio Holdings, Inc. director William McKee reported dispositions of his equity as part of the company’s cash sale to Zydus. A Zydus subsidiary completed a tender offer for all outstanding Assertio common shares at $23.50 per share in cash, followed by a merger that made Assertio a wholly owned subsidiary.
McKee’s 27,936 shares of common stock were cancelled at the merger effective time and converted into the right to receive the $23.50 per-share offer price, less any applicable taxes. Two stock option grants covering 5,415 underlying shares each were also cancelled and converted into cash payments based on the excess of the offer price over their respective exercise prices. Following these transactions, McKee no longer holds Assertio common stock or stock options.
Positive
- None.
Negative
- None.
Insights
Director’s Form 4 documents routine cash-out of equity in Assertio’s sale to Zydus.
The filing shows director William McKee tendered 27,936 common shares into Zydus’s all-cash offer at $23.50 per share, as part of a merger where Assertio becomes a wholly owned subsidiary of Zydus Worldwide DMCC.
His equity awards were treated consistently with the merger terms. Each unvested restricted stock unit became fully vested and converted into a right to a cash payment equal to the offer price. Stock options with exercise prices below $23.50 were cancelled and converted into cash equal to their intrinsic value.
Options with exercise prices at or above the offer price were cancelled without payment, eliminating out-of-the-money awards. After these steps, McKee holds no remaining Assertio stock or options, which is typical when a public company is acquired for cash and taken private.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
MCKEE WILLIAM
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option (Right to Buy) | 5,415 | $0.00 | -- |
| Disposition | Stock Option (Right to Buy) | 5,415 | $0.00 | -- |
| U | Common Stock | 27,936 | $0.00 | -- |
Holdings After Transaction:
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
Common shares tendered: 27,936 shares
Offer price per share: $23.50 per share
Stock option grant size: 5,415 shares
+2 more
5 metrics
Common shares tendered
27,936 shares
Common Stock disposed pursuant to tender offer on June 16, 2026
Offer price per share
$23.50 per share
Cash consideration for each Assertio common share in Zydus offer
Stock option grant size
5,415 shares
Underlying shares for each cancelled Company Stock Option grant
Option exercise price
$9.2565 per share
Exercise price of one cancelled stock option compared to $23.50 offer
Option exercise price
$15.1500 per share
Exercise price of another cancelled stock option compared to $23.50 offer
Key Terms
Agreement and Plan of Merger, tender offer, restricted stock unit, Company Stock Option, +1 more
5 terms
Agreement and Plan of Merger financial
"securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement")"
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"
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"
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")"
Offer Price financial
"Company Common Stock 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 did Assertio (ASRT) director William McKee report in this Form 4?
He reported disposing of all his Assertio equity in connection with the cash sale to Zydus. His 27,936 common shares and certain stock options were cancelled and converted into rights to receive cash under the agreed merger terms.
How were William McKee’s restricted stock units in Assertio (ASRT) treated?
Each Assertio restricted stock unit became fully vested immediately before the merger effective time. Then each unit was cancelled and converted into the right to receive a cash payment equal to the $23.50 offer price per underlying share, less applicable withholding taxes.
What happened to Assertio (ASRT) stock options with exercise prices below $23.50?
Each such stock option was cancelled at the effective time and converted into a right to receive cash. The payment equals the excess of the $23.50 offer price over the option’s exercise price, multiplied by the number of shares subject to that option.
Were any Assertio (ASRT) stock options cancelled without payment?
Yes. Any Assertio stock option with an exercise price per share equal to or greater than the $23.50 offer price was cancelled at the merger effective time. These out-of-the-money options did not receive any cash payment under the merger agreement.