Form 4: Director Sells SRDX Shares Post-Merger
Insider Transaction Report
A director of Surmodics Inc. reported the disposition of all common stock and derivative securities following the company's merger into a wholly-owned subsidiary of BCE Parent, LLC.
Summary
- Surmodics, Inc. completed a merger with BCE Merger Sub, Inc., resulting in Surmodics becoming a wholly-owned subsidiary of BCE Parent, LLC.
- Each outstanding share of Surmodics common stock was automatically cancelled and converted into the right to receive $43.00 per share in cash (Merger Consideration).
- Reporting person Lisa Wipperman Heine, a director, disposed of 13,978 shares of common stock.
- All outstanding restricted stock units (RSUs) held by the reporting person vested immediately prior to the merger and were converted into the $43.00 per share cash consideration.
- Unexercised stock options were cancelled and automatically converted into a cash payment equal to the product of the aggregate number of shares subject to the option multiplied by the excess, if any, of the $43.00 Merger Consideration over the option's exercise price.
- Options with exercise prices of $55.24 and $53.86 were out-of-the-money and yielded no cash payout for the excess.
- Options with exercise prices of $39.58, $41.81, $28.98, and $31.89 were in-the-money and converted to cash.
- Following the merger, the reporting person no longer beneficially owns, directly or indirectly, any shares of Surmodics Common Stock.
Sentiment
Score: 7
Explanation: The filing reflects the expected outcome of a merger, where shareholders and equity award holders receive cash consideration. While some options were out-of-the-money, the overall event is a cash realization for the reporting person's equity holdings.
Positives
- Reporting person received cash consideration of $43.00 per share for common stock and vested restricted stock units.
- In-the-money stock options were converted into cash payments based on the difference between the merger consideration and the exercise price.
Negatives
- Out-of-the-money stock options (with exercise prices of $55.24 and $53.86) were cancelled without a cash payout for the excess.
- The reporting person no longer holds equity in Surmodics, Inc. following the merger.
Future Outlook
NA
Industry Context
NA
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Lisa Wipperman Heine | NA | 2025-11-19 | Cessation of Section 16 reporting obligations due to Surmodics, Inc. becoming a wholly-owned subsidiary following the merger, implying the end of her directorship of the public entity. |
Stakeholder Impact
- Shareholders: Received $43.00 per share in cash for their common stock.
- Employees (with equity awards): In-the-money options and RSUs converted to cash, while out-of-the-money options were cancelled.
Key Dates
| Date | Description |
|---|---|
| 2024-05-28 | Date of the Merger Agreement between Surmodics, Inc., BCE Parent, LLC, and BCE Merger Sub, Inc. |
| 2025-11-19 | Date of earliest transaction (effective time of the merger for reporting purposes) and signature date of the reporting person. |
| 2026-02-13 | Expiration date for employee stock options with an exercise price of $55.24. |
| 2027-02-13 | Expiration date for employee stock options with an exercise price of $39.58. |
| 2028-02-11 | Expiration date for employee stock options with an exercise price of $53.86. |
| 2029-02-10 | Expiration date for employee stock options with an exercise price of $41.81. |
| 2030-02-09 | Expiration date for employee stock options with an exercise price of $28.98. |
| 2031-02-08 | Expiration date for employee stock options with an exercise price of $31.89. |
Keywords
Surmodics Inc, SRDX, Merger, Form 4, Insider Transaction, Stock Options, Restricted Stock Units, Beneficial Ownership, BCE Parent LLC, Lisa Wipperman Heine
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