ZIMV Form 4: Director equity cashed out at $19 after merger
Rhea-AI Filing Summary
ZimVie Inc. (ZIMV) director reports merger-related cash-out. On 10/20/2025, in connection with the closing of the merger with Zamboni Parent Inc., all ZimVie common shares and certain equity awards held by Director Sally Crawford were converted into the right to receive cash.
Each share of common stock was converted into $19.00 per share in cash at the effective time. The filing shows the disposition of 40,127 common shares. In addition, 6,755.864 deferred share units and 57,728 restricted stock units vested in full and were canceled for a cash amount based on the same $19.00 per-share consideration, subject to applicable withholding.
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Insights
Form 4 reflects merger cash-out at $19 per share.
This filing documents a change in the director’s holdings due to a completed merger on 10/20/2025. It records a non-open-market disposition: common shares, deferred share units, and restricted stock units converted into a right to receive cash at $19.00 per share pursuant to the merger agreement.
The mechanics are standard: equity awards vested at closing and were canceled for cash aligned with the merger price, after tax withholding. There is no indication of open-market sales; the transactions stem from the merger terms.
Investor impact is administrative: ownership moved to the buyer, and legacy equity was cashed out at the stated consideration. Subsequent filings may provide any post-closing integration or remaining administrative details.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Deferred Share Units | 6,755.864 | $0.00 | -- |
| Disposition | Restricted Stock Units | 57,728 | $0.00 | -- |
| Disposition | Common Stock | 40,127 | $0.00 | -- |
Footnotes (1)
- This Form 4 reports securities disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated July 20, 2025, by and among the Issuer, Zamboni Parent Inc., a Delaware corporation ("Parent"), and Zamboni MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Parent ("MergerCo"), pursuant to which, on October 20, 2025 (the "Effective Time"), MergerCo merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent. At the Effective Time, each share of the Issuer's common stock, par value $0.01 per share ("Common Stock"), reported on this Form 4 was converted into the right to receive $19.00 in cash (the "Merger Consideration"), without interest and subject to any required tax withholding, upon the terms and subject to the conditions of the Merger Agreement. From and after the Effective Time, all such shares of Common Stock were no longer outstanding and were automatically canceled. At the Effective Time, each deferred share unit (whether settled in cash or in shares of Common Stock, including any such deferred stock unit resulting from the reinvestment of dividend equivalents) (each, a "Deferred Share Unit") outstanding immediately prior to the Effective Time vested in full (to the extent then-unvested) and was canceled and converted into the right to receive cash, without interest and subject to applicable tax withholding and deductions, in an amount equal to the product, rounded to the nearest cent, of (i) the number of shares of Common Stock subject to such Deferred Share Unit immediately prior to the Effective Time and (ii) the Merger Consideration. At the Effective Time, each restricted stock unit with respect to Common Stock (each, a "Restricted Stock Unit") outstanding immediately prior to the Effective Time vested in full (to the extent then-unvested) and was canceled and converted into the right to receive cash, without interest and subject to applicable tax withholding and deductions, in an amount equal to the product, rounded to the nearest cent, of (i) the number of shares of Common Stock subject to such Restricted Stock Unit immediately prior to the Effective Time and (ii) the Merger Consideration. Each Restricted Stock Unit represented a contingent right to receive one share of Common Stock. As required by the terms of the Merger Agreement, the Issuer accelerated the vesting, as of immediately prior to the Effective Time, contingent upon the closing of the transactions contemplated by the Merger Agreement, of all of the outstanding and unvested equity awards held by Ms. Crawford.
