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LDRH Ldr Holding Corp.

36.98
0.00 (0.00%)
Pre Market
Last Updated: 01:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type
Ldr Holding Corp. NASDAQ:LDRH NASDAQ Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 36.98 36.93 37.05 0 01:00:00

Statement of Changes in Beneficial Ownership (4)

13/07/2016 10:09pm

Edgar (US Regulatory)


FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Richard Patrick
2. Issuer Name and Ticker or Trading Symbol

LDR HOLDING CORP [ LDRH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, LDR Medical
(Last)          (First)          (Middle)

LDR HOLDING CORPORATION, 13785 RESEARCH BLVD STE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

7/13/2016
(Street)

AUSTIN, TX 78750
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock   7/13/2016     U    92999.9402   (1) D $37.00   0   I   By Richard's Investments   (1)
Common Stock   7/13/2016     U    0.0299   (1) (2) D $37.00   0   I   By Richard's Investments   (1) (2)
Common Stock   7/13/2016     U    0.0299   (1) (2) D $37.00   0   I   By Richard's Investments   (1) (2)
Common Stock   7/13/2016     U    468772   D $37.00   0   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Non-Qualified Stock Option (right to buy)   $31.09   7/13/2016     D         35000      (3) 10/10/2024   Common Stock   35000   $5.91   0   D    
Restricted Stock Unit (RSU)     (4) 7/13/2016     D         14928      (5)   (5) Common Stock   14928   $37.00   0   D    
Performance Shares     (6) 7/13/2016     A      7464         (6)   (6) Common Stock   7464   $0.00   7464   D    
Performance Shares     (6) 7/13/2016     D         7464      (7)   (7) Common Stock   7464   $37.00   0   D    

Explanation of Responses:
( 1)  The shares are owned by Richard's Investments, a French societe civile. The reporting person directly holds 3,107,025 of the 3,107,027 outstanding shares of Richard's Investments and each of the reporting person's two children directly hold 1 share of Richard's Investments.
( 2)  The reporting person disclaims beneficial ownership of the shares that are held by his children, and this report should not be deemed an admission that the reporting person is the beneficial owner of his children's shares for purposes of Section 16 or for any other purpose.
( 3)  Pursuant to the terms of the Agreement and Plan of Merger dated June 6, 2016, by and among the Issuer, Zimmer Biomet Holdings, Inc. and LH Merger Sub, Inc., as amended through the date of this form (the "Merger Agreement"), each option, whether vested or unvested, became fully vested immediately prior to the effective time of the merger (the "Merger Effective Time") and was automatically canceled and converted into the right to receive an amount in cash equal to the product of (i) the excess, if any, of (A) $37.00 per share in cash (the "Merger Consideration") over (B) the exercise price per share subject to such option, and (ii) the number of shares underlying such option.
( 4)  Each restricted stock unit ("RSU") represents a right to receive one share of the Issuer's common stock.
( 5)  Pursuant to the Merger Agreement, each RSU, whether vested or unvested, became fully vested immediately prior to the Merger Effective Time and was cancelled and converted into the right to receive an amount in cash equal to the product of (i) the Merger Consideration multiplied by (ii) the number of shares subject to such RSU.
( 6)  On May 11, 2016, the Reporting Person was awarded a number of performance-based restricted stock unit ("PSUs") within a preset range, with the actual number contingent upon the achievement of certain performance criteria. In connection with the consummation of the Merger and the related transactions, the Compensation Committee of the Issuer's Board of Directors approved the achievement of the performance criteria and determined the actual number of PSUs was at the target level. Each PSU represents the right to acquire one share of the Issuer's common stock.
( 7)  Pursuant to the Merger Agreement, each PSU, whether vested or unvested, became fully vested immediately prior to the Merger Effective Time and was canceled and converted into the right to receive an amount in cash equal to the product of (i) the Merger Consideration multiplied by (ii) the number of shares subject to such PSU.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Richard Patrick
LDR HOLDING CORPORATION
13785 RESEARCH BLVD STE 200
AUSTIN, TX 78750


EVP, LDR Medical

Signatures
/s/ Denise Cruz for Patrick Richard 7/13/2016
** 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 control number.

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