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

Corporate Governance Expert

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.

Capital Markets / Securities Reporting Expert

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.

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^*

Unis Douglas

(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
Common Stock	10/07/2025		D		3,532,622	D	(1)(2)	0	D

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)(3)	10/07/2025		D			1,475,000	(1)(3)	(1)(3)	Common Stock	1,475,000	(1)(3)	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 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.

3. 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.

	/s/ Benjamin Sexson, as Attorney-in-Fact for Douglas Unis	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 happened to Monogram Technologies (MGRM) shares reported on the Form 4?

The filing shows 3,532,622 shares were converted at the merger effective time into $4.04 cash per share plus one CVR per share; the reporting person now holds 0 shares.

What is a CVR and what amounts can it pay for MGRM shareholders?

Each CVR entitles the holder to contingent cash payments tied to milestones: $1.04 for the First Milestone, $1.08 for the Second, and up to $3.41–$3.43 for later milestones as defined in the CVR agreement.

What happened to outstanding stock options in the merger?

The filing reports 1,475,000 options were cancelled and converted into a cash payment equal to the excess of the $4.04 cash amount over the option exercise price plus one CVR; options with exercise prices above $16.41 were cancelled for no consideration.

Does the Form 4 indicate an open-market sale by the insider?

No. The transaction is reported as a merger conversion and option cancellation tied to the merger agreement and resulting effective time, not an open-market sale.

Who administers CVR payments for former MGRM shareholders?

The CVR agreement names Computershare Trust Company, N.A. as the rights agent responsible for administering contingent payments.