Statement of Changes in Beneficial Ownership (4)
17 2월 2018 - 6:13AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
MILLER GARY J
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2. Issuer Name
and
Ticker or Trading Symbol
EXACTECH INC
[
EXAC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Executive Vice President, R&D
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(Last)
(First)
(Middle)
531 SW 26TH PLACE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/14/2018
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(Street)
GAINESVILLE, FL 32601
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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2/14/2018
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S
(1)
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47650
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D
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$0
(1)
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94720
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I
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by Partnership
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Common Stock
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2/14/2018
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S
(2)
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94720
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D
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$49.25
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0
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I
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by Partnership
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Common Stock
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2/14/2018
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S
(2)
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13189
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D
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$49.25
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Incentive Stock Option (right to buy)
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$16.33
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2/14/2018
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S
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19800
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2/22/2017
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2/22/2019
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Common Stock
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19800.0
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$49.25
(3)
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0
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D
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Incentive/Non-Qualified Option (right to buy)
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$18.55
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2/14/2018
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S
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16000
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2/25/2018
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2/25/2020
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Common Stock
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16000.0
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$49.25
(3)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$20.9
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2/14/2018
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S
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12000
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5/9/2019
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5/9/2021
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Common Stock
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12000.0
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$49.25
(3)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$23.28
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2/14/2018
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S
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9000
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4/29/2020
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4/29/2022
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Common Stock
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9000.0
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$49.25
(3)
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0
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D
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Non-Qualified Stock Option (right to buy)
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$30.55
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2/14/2018
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S
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9000
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5/3/2022
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5/3/2024
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Common Stock
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9000.0
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$49.25
(3)
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0
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D
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Explanation of Responses:
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(1)
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Shares were disposed of pursuant to an Agreement and Plan of Merger, dated October 22, 2017, as amended by Amendment No.1 dated as of December 3, 2017, by and among Osteon Holdings, L.P. ("Parent"), Osteon Merger Sub, Inc., an indirect wholly owned subsidiary of Parent , and Exactech, Inc., in exchange for equity interests in Parent, each with value equal to or less than $49.25, on the effective date of the merger.
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(2)
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Shares were disposed of pursuant to an Agreement and Plan of Merger, dated October 22, 2017, as amended by Amendment No.1 dated as of December 3, 2017, by and among Osteon Holdings, L.P., Osteon Merger Sub, Inc., an indirect wholly owned subsidiary of Parent , and Exactech, Inc., in exchange for $49.25 per share on the effective date of the merger.
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(3)
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Pursuant to the Agreement and Plan of Merger, dated October 22, 2017, as amended by Amendment No.1 dated as of December 3, 2017, by and among Osteon Holdings, L.P., Osteon Merger Sub, Inc., an indirect wholly owned subsidiary of Parent, and Exactech, Inc., the option was canceled in exchange for a cash payment equal to $49.25 per share underlying such option minus the per share exercise price of the option, less any required withholding of taxes.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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MILLER GARY J
531 SW 26TH PLACE
GAINESVILLE, FL 32601
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Executive Vice President, R&D
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Signatures
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/s/ Gary J. Miller
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2/16/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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