Joseph P. Dwyer - Oct 29, 2021 Form 4 Insider Report for MISONIX INC (MSON)

Role
Chief Financial Officer
Signature
/s/ Joseph P. Dwyer
Stock symbol
MSON
Transactions as of
Oct 29, 2021
Transactions value $
$0
Form type
4
Date filed
12/8/2021, 03:45 PM
Previous filing
Jul 2, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MSON Common Stock Disposed to Issuer -276K -100% 0 Oct 29, 2021 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Joseph P. Dwyer is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of pursuant to the Agreement and Plan of Merger dated as of July 29, 2021 (the "Merger Agreement") among the Issuer, Bioventus Inc. ("Bioventus"), Oyster Merger Sub I, Inc., a Delaware corporation, and a wholly owned subsidiary of Bioventus ("Merger Sub I"), Oyster Merger Sub II, LLC, a Delaware limited liability company, and a wholly owned subsidiary of Bioventus ("Merger Sub II"), under which (a) Merger Sub I merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Bioventus (the "First Merger") and (b) immediately following the consummation of the First Merger, the Issuer merged with and into Merger Sub II, with Merger Sub II surviving as Misonix, LLC (the "Second Merger" and together with the First Merger, the "Mergers").
F2 Pursuant to the Merger Agreement, at the effective time of the First Merger, each share of Issuer common stock was converted into the right to receive a per share amount (the "Merger Consideration") equal to either an amount in cash equal to $28.00 or 1.6839 validly issued, fully paid and non-assessable shares of Class A common stock of Bioventus, $0.001 par value per share ("Bioventus Shares"). The disposition was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.
F3 Includes 271,500 options to purchase the Issuer's common stock which, pursuant to the Merger Agreement, at the effective time of the First Merger, automatically vested and thereafter were cancelled and converted into a right to purchase Bioventus Shares on the same terms and conditions that applied to the options immediately prior to the First Effective Time, adjusted by the Option Exchange Ratio (as defined in the Merger Agreement).