ZIMV officer cashes out shares, RSUs convert to cash at $19
Rhea-AI Filing Summary
ZimVie Inc. (ZIMV): insider transaction tied to merger closing. Indraneel Kanaglekar, Senior Vice President and Chief Commercial Officer, reported the disposition of common stock and equity awards in connection with the closing of the merger on October 20, 2025, when Zamboni MergerCo Inc. merged into ZimVie, making it a wholly owned subsidiary of Zamboni Parent Inc.
Each share of ZimVie common stock converted into the right to receive $19.00 in cash at the effective time. The filing shows 63,438 shares disposed and a resulting beneficial ownership of 0 shares. In addition, 121,897 restricted stock units vested in full at closing and were canceled for a cash payment equal to the number of underlying shares multiplied by $19.00, subject to withholding. The footnotes also note 588 shares acquired under the Employee Stock Purchase Plan on September 30, 2025.
Positive
- None.
Negative
- None.
Insights
Insider equity converted to cash at $19 upon merger close.
The report documents mechanical outcomes of a completed cash merger: common shares converted into a right to receive $19.00 per share and RSUs vested and were canceled for cash at the same per‑share amount. This is standard in change‑of‑control transactions.
The filing lists 63,438 common shares disposed with beneficial ownership falling to zero, and 121,897 RSUs vesting and canceling for cash. The company became a wholly owned subsidiary of Zamboni Parent Inc. after October 20, 2025.
While economically significant for the holder, this is an administrative reflection of the merger terms. Any trading or liquidity effects depend on the completed cash-out terms rather than future events.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Restricted Stock Units | 121,897 | $0.00 | -- |
| Disposition | Common Stock | 63,438 | $0.00 | -- |
Footnotes (1)
- Includes 588 shares of common stock, par value $0.01 per share ("Common Stock") acquired under the ZimVie Inc. Employee Stock Purchase Plan on September 30, 2025. 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, 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 Mr. Kanaglekar, as of immediately prior to the Effective Time, contingent upon the closing of the transactions contemplated by the Merger Agreement.
