0000904454-18-000729.txt : 20181114 0000904454-18-000729.hdr.sgml : 20181114 20181114171332 ACCESSION NUMBER: 0000904454-18-000729 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181109 FILED AS OF DATE: 20181114 DATE AS OF CHANGE: 20181114 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: TRAYNOR SEAN CENTRAL INDEX KEY: 0001212999 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36443 FILM NUMBER: 181185074 MAIL ADDRESS: STREET 1: 320 PARK AVENUE STE 2500 CITY: NEW YORK STATE: NY ZIP: 10022 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: K2M GROUP HOLDINGS, INC. CENTRAL INDEX KEY: 0001499807 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 272977810 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 600 HOPE PARKWAY SE CITY: LEESBURG STATE: VA ZIP: 20175 BUSINESS PHONE: 703-777-3155 MAIL ADDRESS: STREET 1: 600 HOPE PARKWAY SE CITY: LEESBURG STATE: VA ZIP: 20175 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2018-11-09 1 0001499807 K2M GROUP HOLDINGS, INC. KTWO 0001212999 TRAYNOR SEAN C/O WELSH, CARSON, ANDERSON & STOWE 599 LEXINGTON AVENUE, SUITE 1800 NEW YORK NY 10022 1 0 0 0 Common Stock 2018-11-09 4 D 0 23670 27.50 D 0 D Stock Option (Right to Buy) 23.59 2018-11-09 4 D 0 5727 D Common Stock 5727 0 D Stock Option (Right to Buy) 22.81 2018-11-09 4 D 0 6655 D Common Stock 6655 0 D Stock Option (Right to Buy) 14.38 2018-11-09 4 D 0 10268 D Common Stock 10268 0 D Stock Option (Right to Buy) 23.46 2018-11-09 4 D 0 10500 D Common Stock 10500 0 D Stock Option (Right to Buy) 15.00 2018-11-09 4 D 0 14404 D Common Stock 14404 0 D Disposed of pursuant to an Agreement and Plan of Merger dated as of August 29, 2018 (the "Merger Agreement"), by and among Stryker Corporation ("Stryker"), a wholly owned subsidiary of Stryker ("Merger Sub"), and the Issuer, pursuant to which Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Stryker. Stryker acquired all of the issued and outstanding shares of Common Stock of the Issuer in an all cash transaction for $27.50 per share (the "Merger Consideration"). The option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to the product of (A) the excess, if any, of (1) the Merger Consideration over (2) the option exercise price, and (B) the number of shares of Common Stock subject to the option. The option provided for vesting in three equal installments on June 5, 2019, June 5, 2020 and June 5, 2021. The option provided for vesting in three equal installments on June 6, 2018, June 6, 2019 and June 6, 2020. The option provided for vesting in three equal installments on August 15, 2017, August 15, 2018 and August 15, 2019. The option provided for vesting in three equal installments on July 1, 2016, July 1, 2017 and July 1, 2018. The option provided for vesting in three equal installments on May 7, 2015, May 7, 2016 and May 7, 2017. /s/ David Mintz, Attorney-in-Fact 2018-11-14