Form 4: Monogram Director's Options Cancelled in Zimmer Biomet Merger

Richard Van Kirk's Monogram Technologies stock options were cancelled and converted into cash and CVRs following the merger with Zimmer Biomet.

Summary

• Richard Van Kirk, a Director and 10% Owner of Monogram Technologies Inc., reported changes in his beneficial ownership of derivative securities.
• The changes are a direct result of Monogram Technologies Inc. merging with Honey Badger Merger Sub, Inc., a wholly-owned subsidiary of Zimmer Biomet Holdings, Inc.
• Upon the merger's "Effective Time" on October 7, 2025, Monogram Technologies Inc. became a wholly-owned subsidiary of Zimmer Biomet.
• Van Kirk's 7,000 stock options in Monogram Technologies were cancelled.
• These options were converted into a right to receive a cash payment equal to the excess of $4.04 (the "Cash Amount") over the option's exercise price, and one contractual contingent value right (CVR).
• Options with an exercise price equal to or greater than $4.04 but less than $16.41 (Cash Amount plus maximum CVR consideration) were cancelled and converted into one CVR less the Cash Amount.
• Options with an exercise price greater than $16.41 were cancelled for no consideration.
• Following this transaction, Van Kirk beneficially owns 0 derivative securities.

Sentiment

Score: 7

Explanation: The filing reports the completion of a merger, which is generally a positive strategic event for the acquired company's shareholders, offering liquidity or future upside via CVRs. While options were cancelled, they were converted into consideration. The lack of negative surprises and the execution of a strategic event contribute to a moderately positive sentiment.

Positives

• The merger with Zimmer Biomet Holdings, Inc. has been completed, indicating a successful strategic transaction for Monogram Technologies.
• Option holders, including Director Van Kirk, received consideration (cash and CVRs) for their cancelled options, unless the exercise price was above a certain threshold.

Negatives

• Richard Van Kirk's stock options were cancelled, resulting in a loss of direct equity interest in Monogram Technologies as a standalone public entity.
• Options with an exercise price greater than $16.41 were cancelled for no consideration, potentially impacting some option holders negatively.

Risks

• The value of the Contingent Value Rights (CVRs) is subject to future performance or milestones, introducing uncertainty for recipients.
• Option holders whose exercise price was above $16.41 received no consideration, indicating a potential loss for those individuals.

Future Outlook

The filing details the completion of a merger, making Monogram Technologies a wholly-owned subsidiary of Zimmer Biomet. The future outlook for Monogram is now integrated with Zimmer Biomet's strategic plans. The value of CVRs will depend on future events or performance as per the CVR agreement.

Industry Context

This transaction represents consolidation within the medical technology or orthopedics industry, where larger players like Zimmer Biomet acquire specialized companies like Monogram Technologies to expand product portfolios or market share.

Comparison to Industry Standards

• Mergers and acquisitions are common in the medical device and orthopedics sector, with larger companies often acquiring smaller, innovative firms.
• The use of Contingent Value Rights (CVRs) in M&A transactions is a recognized mechanism to bridge valuation gaps or incentivize future performance, seen in deals across various industries, including biotech and pharma.
• The specific cash consideration of $4.04 and the CVR structure would need to be compared to similar recent acquisitions in the orthopedic implant or related technology space to assess its competitiveness, but such comparative data is not provided in this filing.

Stakeholder Impact

• Shareholders: Monogram Technologies shareholders received consideration (cash and/or CVRs) as part of the merger, losing their direct equity in Monogram.
• Option Holders (including Director Van Kirk): Options were cancelled and converted into cash and/or CVRs, or cancelled for no consideration depending on the exercise price.
• Zimmer Biomet Holdings, Inc.: Successfully acquired Monogram Technologies, expanding its portfolio.

Next Steps

• Recipients of CVRs will monitor the conditions and milestones related to the CVR agreement for potential future payouts.
• Monogram Technologies Inc. will operate as a wholly-owned subsidiary of Zimmer Biomet Holdings, Inc.

Key Dates

Keywords

Monogram Technologies, Zimmer Biomet, Merger, SEC Form 4, Stock Options, CVR, Contingent Value Right, Insider Transaction, Director, Acquisition