Form 4: Paragon 28 Officer Matthew Jarboe Reports Disposition of Shares and Derivatives Following Zimmer Biomet Merger

Matthew Jarboe, Chief Commercial Officer of Paragon 28, reports the disposition of common stock, performance stock units, and stock options due to the merger with Zimmer Biomet Holdings, Inc.

Summary

• Matthew Jarboe, Chief Commercial Officer of Paragon 28, filed a Form 4 detailing changes in beneficial ownership on April 21, 2025.
• The filing is related to the merger between Paragon 28 and Zimmer Biomet Holdings, Inc., which became effective on April 21, 2025.
• As a result of the merger, Jarboe disposed of 575,320 shares of common stock.
• He also disposed of 27,588 Performance Stock Units (PSUs) and various stock options with exercise prices ranging from $1.2 to $16.
• 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 additional $1.00 payment upon achievement of specified milestones.
• Outstanding RSUs and PSUs vested and were canceled, with holders receiving cash and CVRs for each underlying share.
• Outstanding options vested and were canceled, with holders receiving cash equal to the excess of $13.00 over the exercise price, plus one CVR per share.
• Options with an exercise price equal to or greater than $14.00 were canceled for no consideration.
• Options with an exercise price between $13.00 and $14.00 were converted into the right to receive one CVR per share.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The merger provides immediate cash value to shareholders, with a potential for additional upside through the CVR. The document itself is simply a factual reporting of the transaction.

Future Outlook

The document outlines the immediate financial impact of the merger on the reporting person's holdings, with future value dependent on the CVR agreement and achievement of milestones.

Industry Context

This filing reflects the completion of a merger transaction in the medical device industry, specifically within the orthopedics sector. Zimmer Biomet's acquisition of Paragon 28 indicates a strategic move to expand its portfolio in foot and ankle solutions.

Comparison to Industry Standards

• Mergers and acquisitions are common in the medical device industry as larger companies seek to acquire innovative technologies and expand their market share.
• The cash and CVR structure is a fairly standard approach in M&A deals, providing shareholders with immediate value and potential future upside.
• Comparable transactions include Stryker's acquisition of Wright Medical, which also involved a combination of cash and contingent value rights.

Stakeholder Impact

• Shareholders received $13.00 per share in cash and a CVR with a potential value of up to $1.00.
• Employees may experience changes as Paragon 28 integrates into Zimmer Biomet.

Key Dates

Keywords

Form 4, Paragon 28, Zimmer Biomet, Merger, Matthew Jarboe, Disposition, Common Stock, Stock Options, CVR, Performance Stock Units