MGRM Form 4: Director's 7,000 options cancelled, CVR and cash terms outlined

Rhea-AI Filing Summary

Monogram Technologies insider Richard Van Kirk filed a Form 4 showing that 7,000 stock options were cancelled on 10/07/2025 as part of the company’s merger with Zimmer Biomet. Under the merger terms, each outstanding option converted into a cash payment equal to the excess of $4.04 per share over the option’s exercise price plus a contractual contingent value right (CVR) where applicable, or into a CVR alone for options with higher exercise prices; options with exercise prices above $16.41 were cancelled without consideration. The filing is signed by an attorney-in-fact for Mr. Van Kirk and reflects the post-closing treatment of equity awards when the issuer became a wholly owned subsidiary of Zimmer Biomet.

Positive

• 7,000 options converted rather than left outstanding, providing cash consideration to in-the-money holders
• Clear, documented merger treatment reduces future ambiguity about option status for insiders

Negative

• Options with exercise prices above $16.41 were cancelled for no consideration, eliminating potential upside for some holders
• Part of the value is tied to a CVR, creating uncertainty until contingent payments are resolved

Insights

Corporate Governance Analyst

TL;DR: Director options were cancelled and converted under merger terms, affecting insider ownership.

The transaction terminated outstanding options and set a clear cash-and-CVR conversion framework: a $4.04 cash reference plus potential CVR value up to $16.41. This changes the composition of equity awards and reduces direct option holdings for insiders.

The main dependency is the CVR agreement terms and any contingent payments tied to future milestones; until those payoffs are resolved, total economic value remains partly uncertain. Monitor any disclosed CVR payout schedule or trigger events over the next 12–36 months for realization of value.

Executive Compensation Specialist

TL;DR: Cancellation of options alters realized compensation; some optionholders receive cash, others only CVRs or nothing.

The conversion rule distinguishes options by exercise price: in-the-money options received a cash component plus CVR rights, mid-range options received CVRs net of the cash amount, and deeply out-of-the-money options were cancelled for no consideration. That segmentation affects the payback to employees and directors who held options.

Key items to watch are the number of CVRs outstanding, the CVR payment formula, and any vesting/forfeiture conditions that could change payout timing or size within the next 1–3 years.

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
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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^*

Van Kirk Richard Lee Jr

(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			7,000	(1)(2)	(1)(2)	Common Stock	7,000	(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 Richard Van Kirk	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 Richard Van Kirk report on the Form 4 for MGRM?

The Form 4 reports the cancellation/conversion of 7,000 stock options on 10/07/2025 under the merger agreement, with conversion terms including a $4.04 cash component and CVR treatment.

How were outstanding Monogram options treated in the merger with Zimmer Biomet?

Outstanding options were cancelled and converted into a cash payment equal to the excess of $4.04 over the exercise price plus a contractual contingent value right, with specific rules for mid-range and high exercise prices up to $16.41.

Do optionholders receive immediate cash from the conversion?

In-the-money options receive a cash component based on $4.04 less the exercise price; some holders receive CVRs instead of cash depending on exercise price bands.

What happens to options with exercise prices above $16.41?

Options with per-share exercise prices greater than $16.41 were cancelled with no consideration under the merger terms.

Who signed the Form 4 for Richard Van Kirk?

The Form 4 was signed by Benjamin Sexson as Attorney-in-Fact for Richard Van Kirk on 10/07/2025.