[Form 4] Monogram Technologies Inc. Insider Trading Activity

Rhea-AI Filing Summary

Noel Knape, Chief Financial Officer, reported a Form 4 disclosing changes in ownership tied to a merger with Zimmer Biomet. At the merger each outstanding share converted into $4.04 in cash plus one contractual contingent value right (CVR) that can pay up to specified milestone amounts (including $1.04, $1.08 and up to $3.43 for later milestones). The filing shows 296,385 shares of common stock were disposed and 115,000 stock options were cancelled and converted per the merger terms, leaving 0 shares and 0 options beneficially owned following the transactions.

Positive

• Cash consideration of $4.04 per share provides immediate realized value to holders
• Contingent Value Rights (CVRs) offer additional upside with milestone payments up to $3.43 per CVR for later milestones

Negative

• Insider holdings reduced to zero after the merger: 296,385 shares disposed and 115,000 options cancelled
• Options with exercise price > $16.41 were cancelled for no consideration, eliminating potential value for those option holders

Insights

Corporate Governance Analyst

Merger converted equity to fixed cash plus contingent rights, eliminating insider holdings.

The merger caused automatic conversion of common shares into a $4.04 cash payment per share and one CVR per share that carries tiered contingent cash payouts up to specified amounts. Outstanding options were cancelled and either converted to a cash difference payment plus a CVR or cancelled for no consideration depending on exercise price bands.

Key dependencies are the CVR payout triggers and any option exercise-price breakpoints; monitor the CVR agreement milestones and any timeline for milestone measurement and payment during the post-closing integration period.

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

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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^*

Knape Noel

(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)

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

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		296,385	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			115,000	(1)(3)	(1)(3)	Common Stock	115,000	(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.

Remarks:

Officer Title: Chief Financial Officer

	/s/ Benjamin Sexson, as Attorney-in-Fact for Noel Knape	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 Monogram (MGRM) insiders receive per share at closing?

Each outstanding share was converted into $4.04 in cash plus one CVR that may pay up to milestone amounts (including $1.04, $1.08, and up to $3.43 for later milestones).

How many Monogram shares did CFO Noel Knape dispose of on 10/07/2025?

The filing reports disposal of 296,385 shares, leaving 0 shares beneficially owned following the transaction.

What happened to outstanding Monogram stock options in the merger?

All outstanding and unexercised options were cancelled; 115,000 options were converted per the merger terms into cash payments (excess of cash amount over strike) and one CVR each, subject to exercise-price rules described in the agreement.

Could any options be cancelled for no consideration?

Yes. Options with a per-share exercise price greater than $16.41 were cancelled for no consideration under the disclosed terms.

Who filed the Form 4 on behalf of Noel Knape?

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