MGRM merger: options converted to $4.04 cash plus CVRs; 40,000 canceled

Rhea-AI Filing Summary

Monogram Technologies Inc. became a wholly owned subsidiary of Zimmer Biomet through a merger effective 10/07/2025. At the effective time, all outstanding options were cancelled and converted according to the merger terms: optionholders received a cash payment equal to the excess of $4.04 over each option's exercise price plus one contractual contingent value right (CVR), except where an option's exercise price produced different treatment under the CVR formula. The filing shows a reported derivative disposition of 40,000 stock options by a reporting director, recorded as cancelled and converted into the merger consideration. Some options with exercise prices above $16.41 were cancelled for no consideration under the merger terms.

Insights

Corporate Governance Analyst

Merger closed; option cancellations and CVR mechanics reshape insider payouts.

The transaction made the company a wholly owned subsidiary of Zimmer Biomet at the 10/07/2025 effective time, triggering automatic cancellation and conversion of outstanding options into a mix of cash and contingent value rights. A reporting director recorded a disposal of 40,000 options that were cancelled and converted under those terms.

The primary dependency is the CVR formula and exercise prices: options with exercise prices above $16.41 were cancelled for no consideration, while others convert into cash up to $4.04 plus CVR value. Watch for any CVR payment schedule or certification that will determine ultimate cash received by former optionholders over the CVR term.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider RISS PAUL H

Role Director

Type	Security	Shares	Price	Value
Disposition	Stock Option	40,000	$0.00	$0.00

Holdings After Transaction: Stock Option — 0 shares (Direct)

Footnotes (2)

1. F1. 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. F2. 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) $4.04 (the "Cash Amount") over (B) the exercise price per share of such option, and (ii) one contractual contingent value right issued pursuant to and in accordance with the CVR agreement ("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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/07/2025 - 04:47 PM Learn about SEC filing dates

FAQ

What did the Form 4 filed for MGRM report?

The Form 4 reports a director's cancellation/conversion of 40,000 stock options due to the merger effective 10/07/2025.

How were outstanding options treated in the Monogram merger?

All outstanding options were cancelled and converted into a cash payment equal to the excess of $4.04 over the exercise price plus one contractual contingent value right (CVR), with special rules for certain exercise-price ranges.

What happens to options with exercise prices greater than $16.41?

Options with a per-share exercise price greater than $16.41 were cancelled for no consideration.

Which reporting person signed the Form 4 and when?

The Form 4 was signed by Benjamin Sexson, as Attorney-in-Fact for Paul Riss on 10/07/2025.

Did the Form 4 disclose any cash amounts related to option conversions?

Yes. The filing specifies a cash component equal to the excess of $4.04 per share over each option's exercise price as part of the conversion.

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

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

RISS PAUL H

(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)

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

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

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)(2)	10/07/2025		D			40,000	(1)(2)	(1)(2)	Common Stock	40,000	(1)(2)	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 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) $4.04 (the "Cash Amount") over (B) the exercise price per share of such option, and (ii) one contractual contingent value right issued pursuant to and in accordance with the CVR agreement ("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.

	/s/ Benjamin Sexson, as Attorney-in-Fact for Paul Riss	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.