ZIMV director reports $19.00 cash consideration; awards vested and canceled
Rhea-AI Filing Summary
ZimVie Inc. (ZIMV) reported an insider Form 4 reflecting completion of a merger effective on October 20, 2025. At the effective time, each share of ZimVie common stock was converted into the right to receive $19.00 in cash, and all such shares were canceled.
The filing shows equity awards held by director Vinit Asar were settled in cash per the merger terms. Deferred Share Units totaling 8,289.986 and Restricted Stock Units totaling 57,728 vested in full and were canceled, with the cash amount based on the $19.00 per-share merger consideration. The company accelerated unvested awards immediately prior to the effective time as required by the merger agreement.
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Insights
Form 4 records merger cash-out at $19.00 and award vesting.
The disclosure documents a change-of-control close on October 20, 2025. Each ZimVie common share became the right to receive $19.00 in cash and was canceled, a standard outcome in a cash merger.
Director equity awards were treated per the agreement: 8,289.986 Deferred Share Units and 57,728 Restricted Stock Units vested and were canceled for cash using the same $19.00 per-share reference. The issuer accelerated unvested awards immediately prior to closing, contingent on the merger’s completion.
This is an administrative ownership update. Actual impact on trading depends on the consummated merger terms already set; the filing does not state further post-close actions.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Deferred Share Units | 8,289.986 | $0.00 | -- |
| Disposition | Restricted Stock Units | 57,728 | $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 Mr. Asar.
