Form 4: Paragon 28, Inc. Officer Reports Disposition of Shares and Derivative Securities Following Merger

Robert S. McCormack, General Counsel and Corporate Secretary of Paragon 28, Inc., reports the disposition of common stock and performance stock units due to the merger with Zimmer Biomet Holdings, Inc.

Summary

• Robert S. McCormack, an officer of Paragon 28, Inc., filed a Form 4 to report changes in beneficial ownership of securities.
• The filing is triggered by the merger of Paragon 28, Inc. with a subsidiary of Zimmer Biomet Holdings, Inc., which became effective on April 21, 2025.
• As a result of the merger, McCormack's holdings of common stock (203,134 shares) and performance stock units (20,014 units) were disposed of.
• Each share of common stock was converted into the right to receive $13.00 in cash and one contingent value right (CVR) representing a potential $1.00 payment upon achievement of specified milestones.
• Outstanding restricted stock units (RSUs) and performance-based stock units (PSUs) vested and were canceled, with holders receiving cash consideration and one CVR per share.

Sentiment

Score: 6

Explanation: The sentiment is neutral as the document primarily reports the completion of a merger and the resulting changes in ownership. There are no explicit positive or negative statements, but the completion of the merger is generally a positive event for shareholders.

Future Outlook

The document does not contain specific forward-looking statements beyond the completion of the merger and the potential value of the CVR.

Industry Context

This announcement reflects a trend of consolidation in the medical device industry, where larger companies acquire smaller, innovative firms to expand their product portfolios and market reach.

Comparison to Industry Standards

• Merger and acquisition (M&A) transactions are common in the medical device industry.
• Zimmer Biomet's acquisition of Paragon 28 is similar to other acquisitions of specialized orthopedic companies by larger players, such as Stryker's acquisition of Wright Medical.
• The use of Contingent Value Rights (CVRs) is a relatively common mechanism in M&A deals to bridge valuation gaps and incentivize the achievement of specific milestones post-acquisition, similar to the Sanofi acquisition of Bioveris.

Stakeholder Impact

• Shareholders received $13.00 in cash and a CVR for each share.
• Employees may experience changes as the company integrates with Zimmer Biomet.

Key Dates

Keywords

Form 4, Merger, Paragon 28, Zimmer Biomet, Beneficial Ownership, Securities, Disposition, CVR, Contingent Value Right, RSU, PSU