Pat Beyer - 29 Oct 2021 Form 4 Insider Report for MISONIX INC

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 29 Oct 2021
Net transaction value: $0
SEC form: 4
Accepted by SEC: 08 Dec 2021, 15:42:27 UTC
Prior SEC filing: 18 May 2021
Next SEC filing: 05 Nov 2021
Source filing: View source filing
Reporting owner signature: /s/ Patrick J. Beyer

Key filing fact

Pat Beyer filed Form 4 for MISONIX INC on 08 Dec 2021.

Key facts

This page summarizes Pat Beyer's Form 4 filing for MISONIX INC.
1 reported transaction and 0 derivative rows are listed below.
Accepted by SEC: 08 Dec 2021, 15:42.

Change

Previous filing in this sequence was filed on 18 May 2021.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

MSON transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -20,000
Change %: -100%
Price
Shares after: 0
Date: 29 Oct 2021
Ownership: Direct
Footnotes: F1, F2, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 3 footnotes

Footnote 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").

Footnote 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.

Footnote F3

Includes 20,000 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).