4//SEC Filing
Ashman Philip 4
Accession 0001104659-24-101105
CIK 0001267602other
Filed
Sep 17, 8:00 PM ET
Accepted
Sep 18, 9:51 PM ET
Size
31.1 KB
Accession
0001104659-24-101105
Insider Transaction Report
Form 4
Ashman Philip
SVP, EU Managing Director
Transactions
- Disposition to Issuer
Employee Stock Option (Right to Buy)
2024-09-16−45,000→ 0 totalExercise: $4.96Exp: 2032-01-03→ Common Stock (45,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2024-09-16−20,000→ 0 totalExercise: $6.75Exp: 2030-01-09→ Common Stock (20,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2024-09-16−200,000→ 0 totalExercise: $0.86Exp: 2029-01-22→ Common Stock (200,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2024-09-16−150,000→ 0 totalExercise: $1.16Exp: 2028-01-21→ Common Stock (150,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2024-09-16−150,000→ 0 totalExercise: $1.18Exp: 2028-01-21→ Common Stock (150,000 underlying) - Disposition to Issuer
Common Stock
2024-09-16−118,274→ 0 total - Disposition to Issuer
Restricted Stock Units
2024-09-16−6,800→ 0 total→ Common Stock (6,800 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2024-09-16−147,000→ 0 totalExercise: $3.38Exp: 2033-11-21→ Common Stock (147,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2024-09-16−125,000→ 0 totalExercise: $5.51Exp: 2025-01-28→ Common Stock (125,000 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Units
2024-09-16−75,000→ 0 total→ Common Stock (75,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2024-09-16−30,000→ 0 totalExercise: $5.01Exp: 2031-01-06→ Common Stock (30,000 underlying) - Disposition to Issuer
Employee Stock Option (Right to Buy)
2024-09-16−125,000→ 0 totalExercise: $2.47Exp: 2026-01-03→ Common Stock (125,000 underlying)
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Merger Agreement"), by and among the Issuer, ANI Pharmaceuticals, Inc., a Delaware corporation ("Parent") and ANIP Merger Sub INC., a Delaware corporation and a wholly owned indirect subsidiary of Parent, as of the effective time of the merger (the "Effective Time"), each share of common stock was converted into the right to receive (i) $5.50 in cash, without interest (such amount, the "Closing Cash Consideration") and (ii) one contingent value right ("CVR") 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 Parent and a rights agent (the consideration contemplated by (i) and (ii), together, the "Merger Consideration").
- [F2]Pursuant to the terms of the Merger Agreement, as of the Effective Time, each restricted stock unit (each, an "RSU") granted by the Issuer that was outstanding and unvested immediately prior to the Effective Time was converted into the right to receive (i) an amount of cash equal to the product of (A) the number of shares of common stock then underlying such RSU multiplied by (B) the Closing Cash Consideration and (ii) CVRs in an amount equal to the total number of shares of common stock then underlying such RSUs.
- [F3]Pursuant to the terms of the Merger Agreement, as of the Effective Time, each performance-based restricted stock unit (each, a "PSU") granted by the Issuer that was outstanding and unvested immediately prior to the Effective Time was converted into the right to receive (i) an amount of cash equal to the product of (A) the number of shares of common stock then underlying such PSU multiplied by (B) the Closing Cash Consideration and (ii) CVRs in an amount equal to the total number of shares of common stock then underlying such PSUs, with, for the avoidance of doubt, all performance metrics deemed achieved at 100% for the PSUs.
- [F4]Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock option granted by the Issuer to purchase shares (each, an "Option") that was outstanding and unvested immediately prior to the Effective Time vested in full, and each Option that was outstanding and unexercised which had a per share exercise price that was less than the Closing Cash Consideration was converted into the right to receive the sum of an amount in cash (without interest and subject to deduction for any required withholding as contemplated in the Merger Agreement) equal to: (A) the excess, if any, of the Closing Cash Consideration over the exercise price per share of such Option; multiplied by the number of shares underlying such Option and (B) one CVR.
Documents
Issuer
ALIMERA SCIENCES INC
CIK 0001267602
Entity typeother
Related Parties
1- filerCIK 0001564990
Filing Metadata
- Form type
- 4
- Filed
- Sep 17, 8:00 PM ET
- Accepted
- Sep 18, 9:51 PM ET
- Size
- 31.1 KB