4//SEC Filing
Maltz Elliot 4
Accession 0001104659-24-101117
CIK 0001267602other
Filed
Sep 17, 8:00 PM ET
Accepted
Sep 18, 9:54 PM ET
Size
11.8 KB
Accession
0001104659-24-101117
Insider Transaction Report
Form 4
Maltz Elliot
Chief Financial Officer
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2024-09-16−75,000→ 0 totalExercise: $4.32Exp: 2028-01-02→ Common Stock (75,000 underlying) - Disposition to Issuer
Restricted Stock Units
2024-09-16−75,000→ 0 total→ Common Stock (75,000 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Units
2024-09-16−75,000→ 0 total→ Common Stock (75,000 underlying)
Footnotes (3)
- [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 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) $5.50 in cash, without interest (such amount, the "Closing Cash Consideration") and (ii) contingent value rights ("CVRs") in an amount equal to the total number of shares of common stock then underlying such RSUs.
- [F2]Pursuant to the terms of the Merger Agreement, as of the Effective Time, each performance-based restricted stock unit (each, an "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.
- [F3]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 0001640888
Filing Metadata
- Form type
- 4
- Filed
- Sep 17, 8:00 PM ET
- Accepted
- Sep 18, 9:54 PM ET
- Size
- 11.8 KB