Monogram CEO Converts Holdings to $4.04 Cash and CVRs After Merger
Rhea-AI Filing Summary
Monogram Technologies (MGRM) insider Benjamin Sexson, the company's Chief Executive Officer and a director, reported on 10/07/2025 the disposition of his entire beneficial holdings following a merger. At the merger Effective Time, each outstanding common share was converted into $4.04 in cash plus one contingent value right (CVR) per share. Mr. Sexson reported disposition of 4,006,330 shares and cancellation/conversion of 1,560,000 stock options for cash and CVRs, leaving him with 0 shares and 0 options reported post-transaction. The CVRs carry potential contingent payments including $1.04, $1.08, and up to $3.43 per CVR for specified milestones.
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Insights
CEO holdings reduced to zero after merger; consideration paid as cash plus milestone CVRs.
The merger converted common shares into a fixed cash payment of $4.04 per share and one CVR per share that may pay additional contingent cash tied to milestone triggers. All outstanding options were cancelled and converted consistent with the merger terms, with in-the-money options receiving a cash supplement and CVRs and out-of-range options cancelled for no consideration.
Key dependencies include the CVR payment milestones and timing for any contingent cash, which determine the ultimate economic value realized by former shareholders and option-holders. Monitor the CVR agreement milestones and rights agent distributions over the next reporting periods for any payments.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option | 1,560,000 | $0.00 | -- |
| Disposition | Common Stock | 4,006,330 | $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.
