SEC FORM
4
SEC Form 4
| FORM 4 |
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
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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|
 |
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
| C/O CONMED CORPORATION |
| 11311 CONCEPT BOULEVARD |
(Street)
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2. Issuer Name and Ticker or Trading Symbol
CONMED Corp
[ CNMD ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
| President AS and AET |
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3. Date of Earliest Transaction
(Month/Day/Year)
11/07/2023
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Rule 10b5-1(c) Transaction Indication |
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction 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 |
V |
Amount |
(A) or (D) |
Price |
| Common Stock |
11/07/2023 |
|
M |
|
1,200 |
A |
$41.93
|
1,263 |
D |
|
| Common Stock |
11/07/2023 |
|
S |
|
1,200 |
D |
$102.395
|
63 |
D |
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Options To Purchase Common Stock |
$41.93
|
11/07/2023 |
|
M |
|
|
1,200 |
|
03/01/2027 |
Common Stock |
1,200 |
$0
|
6,300 |
D |
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| Explanation of Responses: |
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|
/s/ Heather L. Cohen for Stanley W. Peters III by Power of Attorney |
11/09/2023 |
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** Signature of Reporting Person |
Date |
| 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. |
CONMED CORPORATION
LIMITED POWER OF ATTORNEY FOR SECTION
16 AND RULE 144 FILINGS AND LOCK-UP AGREEMENTS
Know all by these presents, that the undersigned hereby constitutes and appoints
each of the following attorneys of CONMED Corporation (the "Company"): Heather
L. Cohen, Esq., the EVP and Chief Human Resources and Legal Officer; Lindsey F.
Brewer, Esq., Associate General Counsel; Thomas Fistek, Esq., Chief IP Counsel,
as the undersigned's true and lawful attorney-in-fact to:
1. execute for and on behalf of the undersigned, in the undersigned's capacity
as an officer or director or both of the Company, Forms 3, 4 and 5 (and any
amendments thereto) in accordance with Section 16(a) of the Securities Exchange
Act of 1934, as amended and the rules and regulations promulgated thereunder
(the "Exchange Act"),, and any Form 144 under the Securities Act of 1933, as
amended, as well as any Lock-Up Agreements;
2. do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Form 3, 4, 5,
Form 144 Notice or Lock-Up Agreements, complete and execute any amendments
thereto, and timely file such form, with all amendments, supplements and
exhibits thereto, with the Securities and Exchange Commission and any
securities exchange or similar authority;
3. seek or obtain, as the undersigned's representative and on the undersigned's
behalf, information on transactions in the Company's securities from any third
party, including but not limited to brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any such
person to release any such information to each of the undersigned's attorneys-
in-fact appointed by this Limited Power of Attorney and approves and ratifies
any such release of information; and
4. take any other action in connection with the foregoing which, in the opinion
of such attorney-in-fact, may be of benefit to, in the best interest of, or
legally required by or for, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Limited Power of Attorney shall be in such form and shall
contain such information and disclosure as such attorney-in-fact may approve in
such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact, acting
individually, full power and authority to do and perform any and every act and
thing whatsoever required, necessary or proper to be done in the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact' s substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Limited Power of
Attorney and the rights and powers herein granted.
The undersigned acknowledges that the foregoing attorneys-in-fact, in serving
in such capacity at the request and on the behalf of the undersigned, are not
assuming, nor is the Company assuming, any ofthe undersigned's responsibilities
to comply with, or any liability for the failure to comply with, any provision
of Section 16 of the Exchange Act.
This Limited Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, 5 and 144 and Lock-Up
Agreements with respect to the undersigned's holdings of and transactions in
securities issued by the Company, unless earlier revoked by the undersigned in
a signed writing delivered to each of the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Limited Power of Attorney
as of this 13 day of September , 2023.
Signed and acknowledged:
/s/ Stanley W. Peters III
Signature
Stanley W. Peters III
Printed Name
ACKNOWLEDGEMENT
STATEOF GA
COUNTY OF Douglas
On September 13, 2023, before me, the undersigned, personally appeared
Stanley Peters, personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in
his/her capacity, and that by his/her signature on the instrument, the
individual, or the person upon behalf of which the individual acted, executed
the instrument.
/s/ Tony Turpen
Notary Public: State of Georgia
{H5232643.l}
