ZIMV insider reports $19 merger conversion; 40,794 shares disposed
Rhea-AI Filing Summary
ZimVie Inc. (ZIMV) reported an insider transaction tied to its merger. On October 20, 2025, the company completed a merger under which each share of common stock was converted into the right to receive $19.00 in cash. In this Form 4, Chief Accounting Officer Sandra Schneider reported the disposition of 40,794 shares of common stock and now holds 0 shares.
All outstanding restricted stock units vested at the effective time and were canceled for cash based on the same $19.00 per-share consideration. Schneider’s 49,956 RSUs were settled in cash and now total 0 derivative securities. Following the merger, ZimVie became a wholly owned subsidiary of Zamboni Parent Inc.
Positive
- None.
Negative
- None.
Insights
Officer’s shares and RSUs cashed out at $19 upon merger close.
The filing records a standard merger cash-out. Each ZimVie common share converted to $19.00 at the effective time on October 20, 2025. The reporting officer disposed of 40,794 common shares and now holds 0, reflecting the merger closing mechanics.
Equity awards were treated per the merger terms: all outstanding RSUs vested and were canceled for cash using the same per-share price. The officer’s 49,956 RSUs settled in cash, reducing derivative holdings to 0.
This is administrative from a market perspective; it confirms the merger consideration and the post-close status as a wholly owned subsidiary of Zamboni Parent Inc. Actual market impact is tied to the merger terms already announced.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 49,956 | $0.00 | -- |
| Disposition | Common Stock | 40,794 | $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 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 of all of the outstanding and unvested equity awards held by Ms. Schneider, as of immediately prior to the Effective Time, contingent upon the closing of the transactions contemplated by the Merger Agreement.
