| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | MSON | Common Stock | Disposed to Issuer | -1.74M | -100% | 0 | Oct 29, 2021 | By SV Health Investors, LLC | F1, F2, F3, F4 |
Paul A. Laviolette is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 50,000 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). |
| F4 | The reporting person is a member of SV Health Investors, LLC ("SV Health Investors"). Under SV Health Investors Limited Liability Company Agreement, the reporting person is deemed to hold the reported option for the benefit of SV Health Investors, and must exercise the option solely upon the direction of SV Health Investors, which is entitled to the shares issued upon exercise. SV Health Investors may be deemed the indirect beneficial owner of the option, and the reporting person may be deemed the indirect beneficial owner of the option through his indirect interest in SV Health Investors. The reporting person disclaims beneficial ownership of the option except to the extent of his pecuniary interest therein. |