Form 4: Surmodics SVP Sells Shares Post-Merger
Insider Transaction Report (Merger Related)
Surmodics Inc.'s SVP, Teri Woodwick Sides, reported the disposition of all common stock and conversion of equity awards to cash following the company's merger into BCE Parent, LLC at $43.00 per share.
Summary
- Teri Woodwick Sides, SVP of Vascular Interventions at Surmodics Inc. (SRDX), reported changes in beneficial ownership due to the company's merger.
- Surmodics Inc. merged with and into BCE Merger Sub, Inc., a subsidiary of BCE Parent, LLC, with Surmodics surviving as a wholly-owned subsidiary.
- At the effective time of the merger on November 19, 2025, each outstanding share of Surmodics common stock was automatically cancelled and converted into the right to receive $43.00 per share in cash.
- Ms. Sides disposed of 34,703 shares of common stock, resulting in zero beneficially owned shares following the transaction.
- All outstanding restricted stock units (RSUs) held by Ms. Sides vested immediately prior to the merger's effective time, entitling her to receive the $43.00 per share merger consideration for those vested RSUs.
- All unexercised employee stock options held by Ms. Sides were cancelled and converted into a cash payment equal to the product of the number of shares subject to the option and the excess, if any, of the $43.00 merger consideration over the option's exercise price.
Sentiment
Score: 5
Explanation: The filing is a factual report of a completed, expected corporate action (merger) and its impact on insider holdings. It contains no new information that would significantly alter sentiment beyond what was established by the merger announcement.
Positives
- Shareholders, including the reporting person, received a cash payout of $43.00 per share for their common stock.
- Restricted stock units (RSUs) vested immediately prior to the merger, converting into cash at the merger consideration price.
- Employee stock options were converted into cash for in-the-money options, providing liquidity to option holders.
Negatives
- Surmodics Inc. is no longer an independent publicly traded company, becoming a wholly-owned subsidiary of BCE Parent, LLC.
- The reporting person no longer beneficially owns any shares of Surmodics common stock or derivative securities.
Future Outlook
The filing does not provide forward-looking statements or guidance, as it reports a completed transaction.
Industry Context
This filing reflects the completion of an acquisition in the medical device or biotechnology sector, where Surmodics Inc. operates. Such mergers are common as larger entities seek to expand their portfolios or market share through strategic acquisitions.
Stakeholder Impact
- Shareholders: Received $43.00 per share in cash for their common stock.
- Employees (with equity awards): Those holding RSUs and in-the-money stock options received cash payouts, providing liquidity.
Key Dates
| Date | Description |
|---|---|
| 05/28/2024 | Date of the Merger Agreement between Surmodics, Inc., BCE Parent, LLC, and BCE Merger Sub, Inc. |
| 11/19/2025 | Date of earliest transaction, representing the effective time of the merger and the disposition of securities. |
| 11/27/2025 | Expiration date for certain employee stock options with an exercise price of $56.63. |
| 11/25/2026 | Expiration date for certain employee stock options with an exercise price of $42. |
| 11/30/2027 | Expiration date for certain employee stock options with an exercise price of $37.44. |
| 11/30/2028 | Expiration date for certain employee stock options with an exercise price of $43.93. |
| 11/30/2029 | Expiration date for certain employee stock options with an exercise price of $36.13. |
| 12/04/2030 | Expiration date for certain employee stock options with an exercise price of $33.64. |
Keywords
Surmodics Inc., SRDX, Merger, BCE Parent LLC, Form 4, Insider Transaction, Equity Awards, Stock Options, Restricted Stock Units, Beneficial Ownership
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.