Matthew Jarboe - 21 Apr 2025 Form 4 Insider Report for Paragon 28, Inc.

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 (i) restricted stock unit ("RSU") solely subject to time-based vesting conditions and (ii) RSU subject to both performance-based and time-based vesting conditions ("PSU") vested and was canceled, with the holder thereof entitled to receive, with respect to each share of Common Stock underlying such award (with the PSUs vesting at 140% of the target number of shares of Common Stock subject to such PSUs), (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.