SRDX VP Finance reports $43.00-per-share cash merger payout
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Surmodics, Inc. (SRDX) completed a cash merger in which all common shares were converted into the right to receive $43.00 per share in cash. This Form 4 reports that the company’s VP Finance and Corporate Controller had all 8,155 shares of common stock disposed of in connection with the transaction.
Multiple employee stock options with exercise prices ranging from $33.64 to $43.93 covering 1,740, 1,862, 4,584, 4,810 and 3,160 underlying shares were cancelled at the effective time of the merger and converted into cash based on the excess of the $43.00 merger consideration over each option’s exercise price. Following these transactions, the reporting person no longer beneficially owns any Surmodics common stock.
Positive
- None.
Negative
- None.
Insider Trade Summary
6 transactions reported
Mixed
6 txns
Insider
Manders John D.
Role
VP Finance, Corp. Controller
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Employee Stock Option (right to buy) | 1,740 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 1,862 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 4,584 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 4,810 | $0.00 | -- |
| Disposition | Employee Stock Option (right to buy) | 3,160 | $0.00 | -- |
| Disposition | Common Stock | 8,155 | $0.00 | -- |
Holdings After Transaction:
Employee Stock Option (right to buy) — 0 shares (Direct);
Common Stock — 0 shares (Direct)
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.
