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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option | 1,310,000 | $0.00 | -- |
| Disposition | Common Stock | 2,926 | $0.00 | -- |
Footnotes (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"). 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. 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.
