Sec Form 4 Filing - Chahine Chadi @ Paragon 28, Inc. - 2025-04-21

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
Chahine Chadi
2. Issuer Name and Ticker or Trading Symbol
Paragon 28, Inc. [ FNA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 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 520,657 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
Performance Stock Unit ( 1 ) ( 3 ) 04/21/2025 D 174,769 ( 1 )( 3 ) ( 1 )( 3 ) Common Stock < span class="form4-data"> 174,769 ( 1 ) ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Chahine Chadi
C/O PARAGON 28, INC.
14445 GRASSLANDS DRIVE
ENGLEWOOD, CO80112
See Remarks
Signatures
/s/ Robert McCormack, as Attorney-in-Fact for Chadi Chahine 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.

Remarks:
Officer Title: Chief Financial Officer and EVP of Supply Chain Operations

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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