MGRM Form 4: CTO disposes shares; options converted in Zimmer Biomet deal

Rhea-AI Filing Summary

Monogram Technologies insider sale and option cancellations tied to merger with Zimmer Biomet. The report shows Kamran Shamaei, Chief Technology Officer, disposed of 2,926 shares on 10/07/2025 and had 1,310,000 stock options cancelled the same day as part of the merger's terms. At the effective time each outstanding share was converted into $4.04 cash plus one contractual contingent value right (CVR) that may pay up to additional amounts across five milestones (for example, $1.04 for the First Milestone and up to $3.43 for later milestones). Cancelled options converted into a cash payment equal to the excess of the cash consideration over the option exercise price plus one CVR, except certain high‑strike options were cancelled for no consideration. The filing is an update reflecting the merger consideration and resulting insider holdings.

Positive

• Cash consideration of $4.04 per share provides immediate liquidity to former shareholders
• Each share receives one CVR, preserving contingent upside tied to specified milestone payments

Negative

• Post‑transaction reported ownership is 0 shares/options for the reporting officer, removing direct equity exposure
• Certain options with strike > $16.41 were cancelled for no consideration, resulting in full loss for holders of those high‑strike options

Insights

M&A Compensation Specialist

Insider equity and option treatment follows the merger payment mechanics—cash plus CVRs.

The disclosed transactions show that at the merger common shares were cashed out at $4.04 per share and each share received one CVR with tiered contingent payments up to specified caps. Stock options were converted per the merger agreement into cash equal to the difference between the cash amount and exercise price plus one CVR, with out‑of‑the‑money high strike options cancelled for no consideration.

This arrangement preserves potential upside through the CVRs while delivering immediate cash to holders. Monitor the CVR payment schedule and milestone triggers over the next contractually defined periods to assess any additional cash realization.

Corporate Governance Analyst

An officer reported modest share disposition and large option cancellations due to the corporate transaction.

The filing lists a direct sale of 2,926 shares and shows 1,310,000 options cancelled at the Effective Time, consistent with the merger mechanics rather than an independent open‑market divestiture. The report was signed by an attorney‑in‑fact on 10/07/2025.

Investors should note the post‑transaction beneficial ownership is reported as 0 shares/options for the reporting person, reflecting full conversion into merger consideration rather than retained equity. Watch for any later filings that disclose CVR distributions or additional post‑closing holdings.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shamaei Kamran

(Last) (First) (Middle)

3913 TODD LANE

(Street)

AUSTIN TX 78744

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Monogram Technologies Inc. [ MGRM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
10/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/07/2025		D		2,926	D	(1)(2)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option	(1)(3)	10/07/2025		D			1,310,000	(1)(3)	(1)(3)	Common Stock	1,310,000	(1)(3)	0	D

Explanation of Responses:

1. In connection with the terms of an Agreement and Plan of Merger, dated July 11, 2025 (the "Original Merger Agreement"), by and among the Issuer, Zimmer Biomet Holdings, Inc., ("Zimmer Biomet"), and Honey Badger Merger Sub, Inc., a wholly owned subsidiary of Zimmer Biomet ("Merger Sub"), as amended by that certain First Amendment to Agreement and Plan of Merger, dated August 27, 2025, by and between the Issuer and Zimmer Biomet (together with the Original Merger Agreement, the "Merger Agreement"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Zimmer Biomet upon consummation of the merger (the "Effective Time").

2. At the Effective Time, each outstanding share of Issuer common stock was automatically converted into the right to receive (i) $4.04 in cash, without interest and subject to applicable withholding taxes (the "Cash Amount") and (ii) one contractual contingent value right ("CVR") per share representing the right to receive a contingent cash payment, without interest and subject to applicable withholding taxes of $1.04 per CVR for the First Milestone, $1.08 per CVR for the Second Milestone, up to $3.41 per CVR for the Third Milestone, up to $3.41 per CVR for the Fourth Milestone and up to $3.43 per CVR for the Fifth Milestone (each as defined in the CVR agreement, respectively), as specified further in the CVR agreement, by and among Zimmer Biomet and Computershare Trust Company, N.A., as rights agent.

3. At the Effective Time, each outstanding and unexercised option, whether or not vested, was cancelled and converted into the right to receive, (i) a cash payment equal to the excess of (A) Cash Amount over (B) the exercise price per share of such option, and (ii) one CVR. However, any such option (1) with a per share exercise price that is equal to or greater than the Cash Amount but less than the sum of the Cash Amount and the maximum CVR consideration payable pursuant to the CVR agreement (that is, $16.41) was cancelled and converted into the right to receive, for each share of common stock underlying such option, one CVR issued pursuant to and in accordance with the CVR agreement less the Cash Amount and (2) with a per share exercise price greater than $16.41 was cancelled for no consideration.

Remarks:

Officer Title: Chief Technology Officer

	/s/ Benjamin Sexson, as Attorney-in-Fact for Kamran Shamaei	10/07/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Monogram Technologies insider Kamran Shamaei report on Form 4 (MGRM)?

The filing reports a disposal of 2,926 common shares and cancellation of 1,310,000 options on 10/07/2025, linked to the merger with Zimmer Biomet.

What consideration did Monogram shareholders receive in the merger?

Each outstanding share was converted into $4.04 in cash plus one CVR that may pay contingent cash amounts up to specified milestone caps (e.g., $1.04 for the First Milestone).

How were outstanding options treated in the merger?

Outstanding options were cancelled and converted into a cash payment equal to the excess of the $4.04 cash amount over the exercise price plus one CVR, except options with exercise prices above $16.41 were cancelled for no consideration.

Does the Form 4 show remaining equity ownership for the reporting officer?

No. The Form 4 reports 0 shares and 0 derivative securities beneficially owned following the reported transactions.

Who signed the Form 4 for Kamran Shamaei?

The filing was signed on behalf of Kamran Shamaei by Benjamin Sexson, as attorney‑in‑fact, on 10/07/2025.