Bernstein Martin Francis 4

What Happened
Director Martin (Francis) Bernstein recorded dispositions tied to the company’s merger. The Form 4 shows 60,498 non‑derivative shares and 3,334 derivative shares were converted/cancelled and paid out at the merger price of $9.00 per share, for a combined cash value of approximately $574,488. These were not open‑market sales but disposals to the issuer as part of the merger closing.

Key Details

• Transaction date: 2026-02-13; Merger consideration: $9.00 per share.
• Shares disposed: 60,498 (non‑derivative) + 3,334 (derivative) = 63,832 total shares.
• Total cash received (approx.): 63,832 × $9.00 = $574,488.
• Post‑transaction status: At the Effective Time of the merger, all issued and outstanding common shares were cancelled and converted into the cash Merger Consideration, so common‑share ownership was eliminated. Outstanding options were treated per the merger (see below).
• Filing timeliness: Form 4 filed 2026-02-13 (same day as reported transaction).
• Notable footnotes:
  • F1: Dispositions occurred pursuant to the Merger Agreement — all common shares were cancelled for $9.00/share.
  • F3/F4: All outstanding options vested as of the Effective Time and were cancelled; vested options were converted into a cash payment equal to (Merger Consideration − exercise price) × vested shares, with applicable withholding. Options with exercise price ≥ $9.00 converted for $0.

Context
This activity was a merger cash-out (company acquisition), not a typical insider market sale. The derivative line reflects cancellation/conversion of vested stock options into a cash payout per the merger formula; it does not necessarily indicate a voluntary decision to sell stock in the open market. Purchases by insiders are generally more informative about confidence than mandatory or merger-related dispositions.