Sec Form 4 Filing - DaCosta Albert @ Paragon 28, Inc. - 2025-04-21

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
DaCosta Albert
2. Issuer Name and Ticker or Trading Symbol
Paragon 28, Inc. [ FNA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
See Remarks
(Last) (First) (Middle)
C/O PARAGON 28, INC., 14445 GRASSLANDS DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
04/21/2025
(Street)
ENGLEWOOD, CO80112
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 04/21/2025 D 1,314,614 D 0 D
Common Stock 04/21/2025 D 3,277,408 D 0 I See Footnote ( 4 )
Common Stock 04/21/2025 D 2,061,702 D 0 I See Footnote ( 5 )
Common Stock 04/21/2025 D 5,000,000 D 0 I See Footnote ( 6 )
Common Stock 04/21/2025 D 100,000 D 0 I By Spouse
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
Performance Stock Unit ( 1 ) ( 3 ) 04/21/2025 D 233,694 ( 1 )( 3 ) ( 1 )( 3 ) Common Stock 233,694 ( 1 ) ( 3 ) 0 D
Stock Option (Right to Buy) $ 0.6 04/21/2025 D 75,000 ( 1 )( 7 ) ( 1 )( 7 ) Common Stock 75,000 ( 1 ) ( 7 ) 0 D
Stock Option (Right to Buy) $ 1.2 04/21/2025 D 125,000 ( 1 )( 7 ) ( 1 )( 7 ) Common Stock 125,000 ( 1 ) ( 7 ) 0 D
Stock Option (Right to Buy) $ 4.6 04/21/2025 D 125,000 ( 1 )( 7 ) ( 1 )( 7 ) Common Stock 125,000 ( 1 ) ( 7 ) 0 D
Stock Option (Right to Buy) $ 5.4 04/21/2025 D 50,000 ( 1 )( 7 ) ( 1 )( 7 ) Common Stock 50,000 ( 1 ) ( 7 ) 0 D
Stock Option (Right to Buy) $ 6.6 04/21/2025 D 37,500 ( 1 )( 7 ) ( 1 )( 7 ) Common Stock 37,500 ( 1 ) ( 7 ) 0 D
Stock Option (Right to Buy) $ 6.6 04/21/2025 D 75,000 ( 1 )( 7 ) ( 1 )( 7 ) Common Stock 75,000 ( 1 ) ( 7 ) 0 D
Stock Option (Right to Buy) $ 16 04/21/2025 D 450,778 ( 1 )( 7 ) ( 1 )( 7 ) Common Stock 450,778 ( 1 ) ( 7 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DaCosta Albert
C/O PARAGON 28, INC.
14445 GRASSLANDS DRIVE
ENGLEWOOD, CO80112
X X See Remarks
Signatures
/s/ Robert McCormack, as Attorney-in-Fact for Albert DaCosta 04/21/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with the terms of an Agreement and Plan of Merger, dated January 28, 2025 (the "Merger Agreement"), by and among the Issuer, Zimmer Biomet Holdings, Inc., Zimmer, Inc. ("Parent"), and Gazelle Merger Sub I, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time").
( 2 )At the Effective Time, each outstanding share of Common Stock was automatically converted into the right to receive (i) $13.00 in cash, without interest (the "Cash Consideration") and (ii) one contractual contingent value right ("CVR") per share representing the right to receive a contingent payment of up to $1.00 in cash upon achievement of specified milestones, as specified further in the CVR Agreement, by and among Parent, Equiniti Trust Company, LLC, as rights agent, and, for certain provisions, Zimmer Biomet Holdings, Inc., as guarantor.
( 3 )At the Effective Time, each outstanding (i) restricted stock unit ("RSU") solely subject to time-based vesting conditions and (ii) RSU subject to both performance-based and time-based vesting conditions ("PSU") vested and was canceled, with the holder thereof entitled to receive, with respect to each share of Common Stock underlying such award (with the PSUs vesting at 140% of the target number of shares of Common Stock subject to such PSUs), (x) the Cash Consideration and (y) one CVR.
( 4 )Shares are held by The DaCosta Family Trust, of which the Reporting Person is trustee.
( 5 )Shares are held by trusts for the benefit of the Reporting Person's children, of which the Reporting Person is trustee.
( 6 )Shares are held by DaCosta Investment Company, LLC, of which the Reporting Person is a manager.
( 7 )At the Effective Time, each outstanding option vested and was canceled, with the holder thereof entitled to receive, with respect to each share of Common Stock underlying such option, (i) an amount in cash equal to the excess, if any, of the Cash Consideration over the per share exercise price of such option and (ii) one CVR. Notwithstanding the foregoing, (a) any option with a per share exercise price equal to or greater than the sum of the Cash Consideration and the maximum milestone payment amount pursuant to the CVR Agreement was canceled for no consideration and (b) any option with a per share exercise price that is equal to or greater than the Cash Consideration but less than the sum of the Cash Consideration and the maximum milestone payment amount pursuant to the CVR Agreement was converted into the right to receive one CVR with respect to each share of Common Stock underlying such option, subject to the terms of the CVR Agreement.

Remarks:
President & Chief Executive Officer

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 Number.