SRDX Form 4: Director equity cashed out at $43 in merger
Rhea-AI Filing Summary
Surmodics, Inc. (SRDX) completed a cash merger in which all outstanding common shares held by the reporting director were converted into the right to receive $43.00 per share in cash, subject to tax withholding. The filing shows that all restricted stock units held by this person vested immediately before the merger’s effective time and will be paid the same cash amount per share.
The director’s outstanding employee stock options, with exercise prices ranging from $28.98 to $55.24 and covering several option grants, were cancelled and converted into cash equal to the in-the-money value based on the $43.00 merger consideration. Following these transactions, the reporting person no longer beneficially owns any shares of Surmodics common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 2,605 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 4,218 | $0.00 | -- |
| Disposition | Employee Stock Options (right to buy) | 2,964 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 3,555 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 4,674 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 3,853 | $0.00 | -- |
| Disposition | Common Stock | 13,978 | $0.00 | -- |
Footnotes (1)
- Pursuant to that certain Merger Agreement, dated as of May 28, 2024, by and among the Surmodics, Inc. (the "Issuer"), BCE Parent, LLC, ("Parent"), and BCE Merger Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with Issuer surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of the Issuer's common stock, par value $0.05 per share ("Common Stock"), that was issued and outstanding immediately prior to the Effective Time was automatically cancelled and converted into the right to receive $43.00 per share in cash, without interest and subject to any applicable tax withholdings (the "Merger Consideration"). All outstanding restricted stock units ("RSUs") held by the reporting person vested immediately prior to the Effective Time and the reporting person is entitled to receive the Merger Consideration for such vested RSUs. As a result of the Merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Common Stock. Pursuant to the Merger Agreement, at the Effective Time, this unexercised stock option ("Option") was cancelled and automatically converted into the right to receive an amount in cash (without interest) equal to the product of (a) the aggregate number of shares of Common Stock subject to the Option immediately prior to the Effective Time, multiplied by (b) the excess, if any, of the Merger Consideration over such Option's applicable per share exercise price, subject to any required tax withholdings.
