4//SEC Filing
Caligan Partners LP 4
Accession 0000902664-24-005552
CIK 0001267602other
Filed
Sep 17, 8:00 PM ET
Accepted
Sep 18, 4:30 PM ET
Size
13.6 KB
Accession
0000902664-24-005552
Insider Transaction Report
Form 4
Caligan Partners LP
10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share ("Common Stock")
2024-09-16−16,835,154→ 0 total(indirect: See footnote) - Other
Warrants
2024-09-16−800,000→ 0 total(indirect: See footnote)Exercise: $2.10From: 2024-03-24Exp: 2030-03-24→ Common Stock (800,000 underlying) - OtherSwap
Notional Derivative Agreements (obligation to buy)
2024-09-16−1→ 0 total(indirect: See footnote)Exp: 2025-09-26→ Common Stock (490,000 underlying)
JOHNSON DAVID EDWARD
10% Owner
Transactions
- Other
Common Stock, par value $0.01 per share ("Common Stock")
2024-09-16−16,835,154→ 0 total(indirect: See footnote) - Other
Warrants
2024-09-16−800,000→ 0 total(indirect: See footnote)Exercise: $2.10From: 2024-03-24Exp: 2030-03-24→ Common Stock (800,000 underlying) - OtherSwap
Notional Derivative Agreements (obligation to buy)
2024-09-16−1→ 0 total(indirect: See footnote)Exp: 2025-09-26→ Common Stock (490,000 underlying)
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of June 21, 2024, by and among ANI Pharmaceuticals, Inc., a Delaware corporation ("ANI") and Alimera Sciences, Inc., a Delaware corporation (the "Issuer") and the other parties thereto (the "Merger Agreement") as of the effective time of the merger (the "Effective Time"), each outstanding share of Common Stock was cancelled and ceased to exist and converted into the right to receive (i) $5.50 in cash, without interest and (ii) one contingent value right representing the right to receive contingent cash payments subject to the achievement of certain milestones and the terms and conditions set forth in a contingent value rights agreement entered into between ANI and a rights agent (the consideration contemplated by (i) and (ii), together, the "Merger Consideration").
- [F2]This Form 4 is filed by David Johnson ("Mr. Johnson") and Caligan Partners LP ("Caligan") with respect to the securities previously held by Caligan Partners Master Fund LP, a Cayman Islands limited partnership, and certain funds and managed accounts to which Caligan serves as investment manager (the "Caligan Funds and Accounts"). Mr. Johnson is the Managing Partner of Caligan and a Managing Member of Caligan Partners GP LLC, the general partner of Caligan.
- [F3]Immediately prior to the Effective Time, the warrants to purchase shares of Common Stock were net exercised and the resulting shares of Common Stock were converted into the right to receive the Merger Consideration pursuant to the terms of the Merger Agreement.
- [F4]As a result of the closing of the merger, the derivative agreements held by the Caligan Funds and Accounts settled in accordance with their terms based on the Merger Consideration.
Documents
Issuer
ALIMERA SCIENCES INC
CIK 0001267602
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001727492
Filing Metadata
- Form type
- 4
- Filed
- Sep 17, 8:00 PM ET
- Accepted
- Sep 18, 4:30 PM ET
- Size
- 13.6 KB