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