Stephen N. Oesterle - 21 Apr 2025 Form 4 Insider Report for Paragon 28, Inc.

Source evidence Original filing metadata and source links for verification. 5 source fields
SEC form
4
Accepted by SEC
21 Apr 2025, 17:00:17 UTC
Prior SEC filing
21 May 2024
Next SEC filing
08 May 2025
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Robert McCormack, as Attorney-in-Fact for Stephen Oesterle

Key filing fact

Stephen N. Oesterle filed Form 4 for Paragon 28, Inc. on 21 Apr 2025.

Key facts

  • This page summarizes Stephen N. Oesterle's Form 4 filing for Paragon 28, Inc..
  • 2 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 21 Apr 2025, 17:00.

Change

  • Previous filing in this sequence was filed on 21 May 2024.
  • 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.

FNA transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-40,216
Change %
-100%
Price
Shares after
0
Date
21 Apr 2025
Ownership
Direct
Footnotes
F1, F2, F3

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

FNA transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares
-250,000
Change %
-100%
Price
Shares after
0
Date
21 Apr 2025
Ownership
Direct
Underlying class
Common Stock
Underlying amount
250,000
Exercise price
$6.60
Footnotes
F1, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Stephen N. Oesterle is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote F1

In connection with the terms of an Agreement and Plan of Merger, dated January 28, 2025 (the "Merger Agreement"), by and among the Issuer, Zimmer Biomet Holdings, Inc., Zimmer, Inc. ("Parent"), and Gazelle Merger Sub I, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time").

Footnote F2

At the Effective Time, each outstanding share of Common Stock was automatically converted into the right to receive (i) $13.00 in cash, without interest (the "Cash Consideration") and (ii) one contractual contingent value right ("CVR") per share representing the right to receive a contingent payment of up to $1.00 in cash upon achievement of specified milestones, as specified further in the CVR Agreement, by and among Parent, Equiniti Trust Company, LLC, as rights agent, and, for certain provisions, Zimmer Biomet Holdings, Inc., as guarantor.

Footnote F3

At the Effective Time, each outstanding restricted stock unit solely subject to time-based vesting conditions vested and was canceled, with the holder thereof entitled to receive, with respect to each share of Common Stock underlying such award, (x) the Cash Consideration and (y) one CVR.

Footnote F4

At the Effective Time, each outstanding option vested and was canceled, with the holder thereof entitled to receive, with respect to each share of Common Stock underlying such option, (i) an amount in cash equal to the excess, if any, of the Cash Consideration over the per share exercise price of such option and (ii) one CVR. Notwithstanding the foregoing, (a) any option with a per share exercise price equal to or greater than the sum of the Cash Consideration and the maximum milestone payment amount pursuant to the CVR Agreement was canceled for no consideration and (b) any option with a per share exercise price that is equal to or greater than the Cash Consideration but less than the sum of the Cash Consideration and the maximum milestone payment amount pursuant to the CVR Agreement was converted into the right to receive one CVR with respect to each share of Common Stock underlying such option, subject to the terms of the CVR Agreement.

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