Sec Form 4 Filing - Lavigne Christophe @ LDR HOLDING CORP - 2016-07-13

Insider filing report for Changes in Beneficial Ownership
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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
Lavigne Christophe
2. Issuer Name and Ticker or Trading Symbol
LDR HOLDING CORP [ LDRH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
LDR HOLDING CORPORATION, 13785 RESEARCH BLVD STE 200
3. Date of Earliest Transaction (MM/DD/YY)
07/13/2016
(Street)
AUSTIN, TX78750
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 07/13/2016 U 684,153 ( 1 ) D $ 37 174 ( 2 ) D
Common Stock 07/13/2016 D 174 D $ 37 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
Incentive Stock Option (right to buy) $ 6.534 07/13/2016 D 10,737 ( 3 ) 07/10/2022 Common Stock 10,737 $ 30.466 0 D
Non-Qualified Stock Option (right to buy) $ 6.534 07/13/2016 D 24,315 ( 3 ) 07/10/2022 Common Stock 24,315 $ 30.466 0 D
Non-Qualified Stock Option (right to buy) $ 15 07/13/2016 D 82,962 ( 3 ) 10/08/2023 Common Stock 82,962 $ 22 0 D
Non-Qualified Stock Option (right to buy) $ 27.41 07/13/2016 D 55,000 ( 3 ) 01/16/2024 Common Stock 55,000 $ 9.59 0 D
Restricted Stock Unit (RSU) ( 4 ) 07/13/2016 D 20,624 ( 5 ) ( 5 ) Common Stock 20,624 $ 37 0 D
Performance Shares ( 6 ) 07/13/2016 D 13,456 ( 7 ) ( 7 ) Common Stock 13,456 $ 37 0 D
Non-Qualified Stock Option (right to buy) $ 32.78 07/13/2016 D 50,000 ( 3 ) 01/01/2025 Common Stock 50,000 $ 4.22 0 D
Restricted Stock Unit (RSU) ( 4 ) 07/13/2016 D 18,750 ( 5 ) ( 5 ) Common Stock 18,750 $ 37 0 D
Non-Qualified Stock Option (right to buy) $ 25.11 07/13/2016 D 63,768 ( 3 ) 01/01/2026 Common Stock 63,768 $ 11.89 0 D
Restricted Stock Unit (RSU) ( 4 ) 07/13/2016 D 31,884 ( 5 ) ( 5 ) Common Stock 31,884 $ 37 0 D
Performance Shares ( 8 ) 07/13/2016 A 31,884 ( 8 ) ( 8 ) Common Stock 31,884 $ 0 31,884 D
Performance Shares ( 8 ) 07/13/2016 D 31,884 ( 7 ) ( 7 ) Common Stock 31,884 $ 37 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lavigne Christophe
LDR HOLDING CORPORATION
13785 RESEARCH BLVD STE 200
AUSTIN, TX78750
X President & CEO
Signatures
/s/ Denise Cruz for Christophe Lavigne 07/13/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 594 ESPP shares acquired under the Issuer's Amended and Restated 2013 Employee Stock Purchase Plan on May 31, 2016.
( 2 )Includes 174 ESPP shares acquired under the Issuer's Amended and Restated 2013 Employee Stock Purchase Plan on July 11, 2016.
( 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 such merger, the "Merger") 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 )Each performance-based restricted stock unit ("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.
( 8 )On January 1, 2016, the Reporting Person was awarded a number of 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.

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