Statement of Changes in Beneficial Ownership (4)
08 Décembre 2021 - 10:57PM
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
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Vizirgianakis Stavros G. |
2. Issuer Name and Ticker or Trading Symbol
MISONIX INC
[
MSON
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO |
(Last)
(First)
(Middle)
C/O MISONIX, INC., 1938 NEW HIGHWAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
10/29/2021 |
(Street)
FARMINGDALE, NY 11735
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 10/29/2021 | | D | | 2136478 (1)(2)(3) | D | (1)(2)(3) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
Explanation of Responses: |
(1) | Disposed of pursuant to the Agreement and Plan of Merger dated as of July 29, 2021 (the "Merger Agreement") among the Issuer, Bioventus Inc. ("Bioventus"), Oyster Merger Sub I, Inc., a Delaware corporation, and a wholly owned subsidiary of Bioventus ("Merger Sub I"), Oyster Merger Sub II, LLC, a Delaware limited liability company, and a wholly owned subsidiary of Bioventus ("Merger Sub II"), under which (a) Merger Sub I merged with and into the Issuer, with the Issuer surviving as a wholly-owned subsidiary of Bioventus (the "First Merger") and (b) immediately following the consummation of the First Merger, the Issuer merged with and into Merger Sub II, with Merger Sub II surviving as Misonix, LLC (the "Second Merger" and together with the First Merger, the "Mergers"). |
(2) | Pursuant to the Merger Agreement, at the effective time of the First Merger, each share of Issuer common stock was converted into the right to receive a per share amount (the "Merger Consideration") equal to either an amount in cash equal to $28.00 or 1.6839 validly issued, fully paid and non-assessable shares of Class A common stock of Bioventus, $0.001 par value per share ("Bioventus Shares"). The disposition was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder. |
(3) | Includes 450,000 options to purchase the Issuer's common stock which, pursuant to the Merger Agreement, at the effective time of the First Merger, automatically vested and thereafter were cancelled and converted into a right to purchase Bioventus Shares on the same terms and conditions that applied to the options immediately prior to the First Effective Time, adjusted by the Option Exchange Ratio (as defined in the Merger Agreement). |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Vizirgianakis Stavros G. C/O MISONIX, INC. 1938 NEW HIGHWAY FARMINGDALE, NY 11735 | X |
| President and CEO |
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Signatures
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/s/ Stavros G. Vizirgianakis | | 12/8/2021 |
**Signature of Reporting Person | Date |
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