4//SEC Filing
Marino Michael F III 4
Accession 0001104659-25-051350
CIK 0001494650other
Filed
May 20, 8:00 PM ET
Accepted
May 21, 9:26 AM ET
Size
27.1 KB
Accession
0001104659-25-051350
Insider Transaction Report
Form 4
OptiNose, Inc.OPTN
Marino Michael F III
Chief Legal Officer & Corp Sec
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2025-05-21−3,056→ 0 totalExercise: $81.15Exp: 2030-03-06→ Common Stock (3,056 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-05-21−5,500→ 0 totalExercise: $111.30Exp: 2029-02-28→ Common Stock (5,500 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-05-21−9,626→ 0 totalExercise: $77.10Exp: 2027-01-30→ Common Stock (9,626 underlying) - Disposition to Issuer
Common Stock
2025-05-21−125,204→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2025-05-21−5,333→ 0 totalExercise: $52.65Exp: 2031-03-04→ Common Stock (5,333 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-05-21−10,575→ 0 totalExercise: $5.77Exp: 2035-02-21→ Common Stock (10,575 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-05-21−5,775→ 0 totalExercise: $240.00Exp: 2027-10-12→ Common Stock (5,775 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-05-21−16,752→ 0 totalExercise: $27.75Exp: 2032-01-11→ Common Stock (16,752 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-05-21−9,333→ 0 totalExercise: $27.30Exp: 2034-02-28→ Common Stock (9,333 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2025-05-21−12,350→ 0 totalExercise: $28.50Exp: 2033-03-08→ Common Stock (12,350 underlying)
Footnotes (4)
- [F1]On March 19, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Paratek Pharmaceuticals, Inc., a Delaware corporation ("Parent"), and Orca Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, on May 21, 2025, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time').
- [F2]At the Effective Time, each outstanding share of Common Stock was automatically converted into the right to receive (i) $9.00 in cash, without interest (the "Cash Consideration") and (ii) one contractual contingent value right ("CVR") per share representing the right to receive two contingent payments of up to $5.00 in cash upon achievement of specified milestones, as specified further in the CVR Agreement, by and among Parent and Equiniti Trust Company, LLC, as rights agent.
- [F3]Pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding and vested restricted stock unit ("RSU") was canceled, with the holder thereof entitled to receive, with respect to each share of Common Stock underlying such award (A) the Cash Consideration and (B) one CVR and (ii) each outstanding and unvested RSU was canceled, with the holder thereof contingently entitled to receive, with respect to each share of Common Stock underlying such award (A) the Cash Consideration and (B) one CVR, with such consideration vesting and becoming payable, if at all, at the same time as the unvested RSU would have vested and been payable pursuant to its terms.
- [F4]Pursuant to the Merger Agreement, at the Effective Time, each outstanding and unexercised stock option, whether vested or unvested, was converted into the right to receive (i) an amount in cash, without interest, equal to the excess, if any of (A) the Cash Consideration over (B) the exercise price per share of such stock option; provided that, (1) each stock option with an exercise price per share that is greater than $14.00 (the sum of the Cash Consideration and the maximum amount payable under the CVR) was cancelled for no consideration and (2) each stock option with an exercise price per share that is greater than the amount of the Cash Consideration but less than $14.00 was canceled and converted into the right to receive one CVR with the amount payable pursuant to such CVR, if any, reduced by the amount by which the exercise price per share of such stock option exceeds the Cash Consideration).
Documents
Issuer
OptiNose, Inc.
CIK 0001494650
Entity typeother
Related Parties
1- filerCIK 0001502700
Filing Metadata
- Form type
- 4
- Filed
- May 20, 8:00 PM ET
- Accepted
- May 21, 9:26 AM ET
- Size
- 27.1 KB