Form 4: Monogram Director's Options Converted Post-Merger

Monogram Technologies Director Colleen Gray's stock options were cancelled and converted into cash and contingent value rights following the merger with Zimmer Biomet.

Summary

• Reporting Person Colleen Gray, a Director of Monogram Technologies Inc. (MGRM), is no longer subject to Section 16 reporting obligations for this issuer.
• The filing reports on the treatment of her derivative securities (stock options) in connection with the merger of Monogram Technologies Inc. with Honey Badger Merger Sub, Inc., a wholly owned subsidiary of Zimmer Biomet Holdings, Inc.
• The merger, effective at the 'Effective Time,' resulted in Monogram Technologies Inc. becoming a wholly owned subsidiary of Zimmer Biomet.
• Each outstanding and unexercised stock option was cancelled and converted into the right to receive a cash payment and one contractual contingent value right (CVR).
• The cash payment is equal to the excess of $4.04 (the 'Cash Amount') over the option's exercise price.
• Options with an exercise price equal to or greater than $4.04 but less than $16.41 (Cash Amount plus maximum CVR consideration) were converted into one CVR less the Cash Amount.
• Options with an exercise price greater than $16.41 were cancelled for no consideration.
• Colleen Gray's 8,000 stock options were cancelled and converted as per the merger terms.

Sentiment

Score: 7

Explanation: The filing indicates the successful completion of a merger, which is generally a positive event for the acquiring company and the acquired entity's shareholders. The conversion of options into cash and CVRs provides value, though the cancellation of high-strike options for no consideration introduces a minor negative aspect for some option holders.

Positives

• The merger of Monogram Technologies Inc. with Zimmer Biomet Holdings, Inc. has been consummated, indicating a successful acquisition.
• Reporting person's stock options were converted into a right to receive cash and/or Contingent Value Rights (CVRs), providing liquidity or potential future value.

Negatives

• Stock options with a per share exercise price greater than $16.41 were cancelled for no consideration, potentially resulting in a loss for some option holders.

Risks

• The value of the Contingent Value Rights (CVRs) is subject to future performance or milestones, introducing uncertainty regarding the final consideration received by option holders.

Future Outlook

The future value for option holders who received Contingent Value Rights (CVRs) will depend on the terms and performance criteria outlined in the CVR agreement.

Industry Context

This filing reflects the ongoing consolidation within the medical technology and orthopedics industry, where larger players like Zimmer Biomet acquire specialized companies like Monogram Technologies to expand product portfolios or market share. Such mergers often lead to changes in executive compensation structures, including the conversion of equity awards.

Stakeholder Impact

• Shareholders (former Monogram option holders): Received cash and CVRs for their options, indicating a successful exit for those with in-the-money options.
• Zimmer Biomet: Successfully acquired Monogram Technologies, expanding its portfolio.
• Employees (former Monogram option holders): Those with options received consideration, though some with high exercise prices received nothing.

Next Steps

• Realization of value from Contingent Value Rights (CVRs) based on future performance or milestones.

Key Dates

Keywords

MGRM, Monogram Technologies, Zimmer Biomet, merger, acquisition, stock options, Form 4, beneficial ownership, CVR, contingent value right