Sec Form 4 Filing - Friedman Jonathan I @ SIRONA DENTAL SYSTEMS, INC. - 2016-02-29

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FORM 4
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Friedman Jonathan I
2. Issuer Name and Ticker or Trading Symbol
SIRONA DENTAL SYSTEMS, INC. [ SIRO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
General Counsel and Secretary
(Last) (First) (Middle)
C/O SIRONA DENTAL SYSTEMS, INC., 30-30 47TH AVENUE, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
02/29/2016
(Street)
LONG ISLAND CITY,, NY11101
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 12/18/2015 M 1,407 A $ 40.03 75,979 D
Common Stock 02/29/2016 D 75,979 ( 1 ) D 0 D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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
Option (right to buy) $ 40.03 12/18/2015 M 1,407 ( 6 ) 11/22/2021 Common Stock 1,407 $ 0 0 D
Option (right to buy) $ 62.2 ( 4 ) 02/29/2016 D 3,126 ( 5 ) ( 7 ) 11/20/2022 Common Stock 3,126 $ 0 0 D
Option (right to buy) $ 67.59 ( 4 ) 02/29/2016 D 4,614 ( 5 ) ( 8 ) 11/26/2023 Common Stock 4,614 $ 0 0 D
Option (right to buy) $ 86 ( 4 ) 02/29/2016 D 7,609 ( 5 ) ( 9 ) 11/25/2024 Common Stock 7,609 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Friedman Jonathan I
C/O SIRONA DENTAL SYSTEMS, INC.
30-30 47TH AVENUE, SUITE 500
LONG ISLAND CITY,, NY11101
General Counsel and Secretary
Signatures
/s/ Michael Friedlander Attorney-in-Fact for Jonathan I. Friedman 03/01/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 4,318 performance stock units ("PSU") and 11,062 restricted stock units ("RSU").
( 2 )On February 29, 2016, pursuant to an Agreement and Plan of Merger, dated as of September 15, 2015 (the "Merger Agreement"), by and among Sirona Dental Systems, Inc. ("Sirona"), DENTSPLY International Inc. ("DENTSPLY") and Dawkins Merger Sub Inc., a wholly owned subsidiary of DENTSPLY ("Merger Sub"), Merger Sub merged with and into Sirona, with Sirona continuing as the surviving entity and a wholly owned subsidiary of DENTSPLY (the "Merger"). Upon completion of the Merger, DENTSPLY changed its corporate name to "DENTSPLY SIRONA Inc."
( 3 )Disposed of pursuant to the Merger Agreement in which (x) each share of Sirona common stock issued and outstanding immediately prior to the consummation of the Merger was converted into 1.8142 shares of DENTSPLY common stock, (y) each unvested RSU outstanding immediately prior to the consummation of the Merger was assumed by DENTSPLY and was converted into 1.8142 RSUs of DENTSPLY on the same terms and conditions as were in effect immediately prior to the completion of the Merger, and (z) each PSU outstanding immediately prior to the consummation of the Merger was deemed to be earned at the maximum level of 200% and was converted into DENTSPLY common stock based on the 1.8142 exchange ratio; in each case rounded down to the nearest whole share or RSU, as applicable.
( 4 )The exercise price per share of each converted Sirona stock option will be determined by dividing the per share exercise price of such stock option by the 1.8142 exchange ratio, and rounding up to the nearest whole cent.
( 5 )Disposed of pursuant to the Merger Agreement in which each outstanding and unexercised option to acquire shares of Sirona common stock, whether or not vested or exercisable, was assumed by DENTSPLY and was converted into an option to acquire shares of DENTSPLY common stock on the same terms and conditions as were in effect immediately prior to the completion of the Merger based on the 1.8142 exchange ratio, rounded down to the nearest whole share.
( 6 )The stock options, originally representing the right to purchase a total of 5,625 shares, vest as follows: 1/4 on 11/22/2012, 1/4 on 11/22/2013, 1/4 on 11/22/2014 and the final 1/4 on 11/22/2015.
( 7 )The aggregate 6,250 options vest as follows: 25% on 11/20/2013, 25% on 11/20/2014, 25% on 11/20/2015 and the final 25% on 11/20/2016.
( 8 )The aggregate 6,152 options vest as follows: 25% on 11/26/2014, 25% on 11/26/2015, 25% on 11/26/2016 and the final 25% on 11/26/2017.
( 9 )The aggregate 7,609 options vest as follows: 25% on 11/25/2015, 25% on 11/25/2016, 20% on 11/25/2017, 20% on 11/25/2018 and the final 10% on 11/25/2019.

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