SEC FORM 3 SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
SIZE ROBERT J.

(Last) (First) (Middle)
221 W PHILADELPHIA STREET, STE 60W

(Street)
YORK PA 17401

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2017
3. Issuer Name and Ticker or Trading Symbol
DENTSPLY SIRONA Inc. [ XRAY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Interim President and COO
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 20,012(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (2) 12/08/2019 Common Stock 38,000 33.86 D
Stock Option (Right to Buy) (2) 02/11/2021 Common Stock 31,900 36.62 D
Stock Option (Right to Buy) (2) 02/21/2022 Common Stock 25,600 38.74 D
Stock Option (Right to Buy) (2) 02/25/2023 Common Stock 20,600 40.86 D
Stock Option (Right to Buy) (2) 02/24/2024 Common Stock 25,300 45.11 D
Stock Option (Right to Buy) (3) 02/23/2025 Common Stock 12,933 52 D
Stock Option (Right to Buy) (4) 02/17/2026 Common Stock 15,000 55.91 D
Phantom Stock (Supplemental Executive Retirement Plan) SERP (5) (5) Common Stock 16,457.928 (5) D
PRSU (Performance Measured Restricted Stock Unit) (6) (6) Common Stock 4,673.916(7) (6) D
RSU (Restricted Stock Unit) (8) (8) Common Stock 8,349.605(9) (8) D
Stock Option (Right to Buy) (10) 09/28/2027 Common Stock 52,200 59.23 D
Explanation of Responses:
1. Includes 10,105 Restricted Stock Units (RSUs) granted 9/28/2017.
2. This option is fully vested and exercisable.
3. Stock Options vest in annual one-third (1/3) increments over a three-year period ending February 23, 2018.
4. Stock Options vest in annual one-third (1/3) increments over a three-year period ending February 17, 2019.
5. The shares of phantom stock become payable in common stock upon the reporting persons termination of employment.
6. PRSUs vest in full three years from date of grant and convert into common stock on a 1:1 basis for no additional consideration.
7. Includes 4,607 Performance Restricted Stock Units (PRSUs) and 66.916 dividends on PRSUs.
8. RSUs vest in full three years from date of grant and convert into common stock on a 1:1 basis for no additional consideration.
9. Includes 8,261 Restricted Stock Units (RSUs) and 88.605 dividends on RSUs.
10. Stock options vest December 31, 2018 or upon reporting person's termination of employment, whichever occurs first.
Michael Friedlander, Attorney-In-Fact for Robert J. Size 10/10/2017
** 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 5 (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.
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Robert J. Size POA

EXHIBIT 24

DENTSPLY Sirona Inc

Power of Attorney
for Executing Forms 3, 4 and 5

Know all men by these presents, that the undersigned, director or officer, or both, of DENTSPLY Sirona Inc, hereby constitutes and appoints each of Michael Friedlander, signing singly, 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 and/or director of DENTSPLY Sirona Inc (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;
(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 or 5 and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever 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, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, 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 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 of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities of DENTSPLY Sirona Inc unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has executed this Power of Attorney as of this 28th day of September, 2017
/s/ Robert J. Size
Robert J. Size