MGRM insider holdings drop to zero after $4.04/share merger payout
Rhea-AI Filing Summary
Monogram Technologies (MGRM) insider reporting of merger-related cancellations. The filing shows that on 10/07/2025 a reporting person identified as a company director had 3,532,622 shares of common stock disposed of and now reports 0 shares beneficially owned. Those shares were converted at the merger effective time into a cash payment of $4.04 per share plus one contractual contingent value right (CVR) per share that can pay up to additional amounts tied to five milestones (examples include $1.04, $1.08 and up to $3.43 depending on milestone achievement).
The filing also reports cancellation of 1,475,000 stock options, which were converted into cash equal to the excess of the $4.04 cash amount over the option exercise price and one CVR per option share; options with exercise prices above certain thresholds were cancelled for no consideration. The form is a Section 16 Form 4 reporting the post-closing ownership and the merger consideration structure.
Positive
- All outstanding common shares converted into a fixed $4.04 cash component per share, providing immediate, known value
- Contingent value rights (CVRs) create potential additional upside of up to $3.43 per CVR if milestones are met
Negative
- Reporting person beneficial ownership reduced to 0 shares following merger-related conversion, eliminating insider direct equity stake
- 1,475,000 stock options were cancelled and converted, with some options potentially cancelled for no consideration if exercise price exceeded the merger thresholds
Insights
Director holdings fell to zero after the merger; Form 4 documents conversion terms.
The filing records that a reporting director's entire common stock position of 3,532,622 shares and 1,475,000 options were treated at the merger effective time according to the merger and CVR agreements. Shareholders received $4.04 per share in cash and one CVR per share, while unexercised options were cancelled and converted into cash tied to exercise pricing plus one CVR where applicable.
Key dependencies include the CVR payment schedule and achievement of milestones that determine additional contingent cash (payments range from $1.04 to up to $3.43 per CVR). Expect documentation and trustee disbursements to govern timing of any CVR payments over the milestone windows.
Form 4 shows routine Section 16 reporting tied to a change-in-control and option cancellations.
Section 16 reporting here records dispositions that are mechanical consequences of the merger agreement rather than open-market sales: each outstanding share converted into the specified cash and CVR package and options were cancelled per the merger terms. The reported transaction code and quantities reflect conversion and cancellation events triggered at the Effective Time.
Investors should note the 10/07/2025 transaction date as the conversion date; the material remaining exposure to contingent payments depends on milestone outcomes described in the CVR agreement and administered by the rights agent.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Stock Option | 1,475,000 | $0.00 | -- |
| Disposition | Common Stock | 3,532,622 | $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.
