FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Bioventus Inc. [ BVS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/29/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Option (Right to Buy) | $10.94 | 10/29/2021 | A | 34,906 | (1) | 05/14/2031 | Class A Common Stock | 34,906 | (2)(3) | 34,906 | D | ||||
Restricted Stock Units | (4) | 10/29/2021 | A | 2,895 | (5) | (5) | Class A Common Stock | 2,895 | $0.00 | 2,895 | D |
Explanation of Responses: |
1. The option is fully vested and exercisable. |
2. Pursuant to the Agreement and Plan of Merger, dated as of July 29, 2021 (the "Merger Agreement"), each option to purchase Misonix Inc. ("Misonix") common stock (a "Misonix Option"), whether vested or unvested, that was outstanding immediately prior to the effective time of the transactions contemplated by the Merger Agreement (the "Effective Time"), was converted into an option to acquire the number of shares of Class A common stock of the Issuer (an "Issuer Option") equal to the product of (i) the number of shares of Misonix common stock subject to such Misonix Option immediately prior to the First Effective Time (as defined in the Merger Agreement); by (B) the Option Exchange Ratio (as defined in the Merger Agreement), |
3. (Continued from Footnote 2) rounded down to the nearest whole number of shares of the Issuer's Class A common stock, at an exercise price per share equal to the quotient obtained by dividing the per share exercise price of the Misonix Option by the Option Exchange Ratio, rounded up to the nearest whole cent. |
4. Each restricted stock unit represents a contingent right to receive one share of Class A common stock. |
5. The restricted stock units shall vest and become exercisable in three equal installments, with the first installment vesting and becoming exercisable on the earlier of (I) the day immediately preceding the date of the Issuer's first annual meeting of stockholders following the date of grant and (ii) the first anniversary of the date of grant (such earlier date, the "Installment Vesting Date") and the second and third installments vesting and becoming exercisable on the first and second anniversaries of the Installment Vesting Date, respectively, in teach case subject to the Reporting Person continuing in service on the Issuer's Board of Directors through the applicable vesting date. |
Remarks: |
/s/ Anthony D'Adamio, Attorney-in-Fact | 11/02/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |