4//SEC Filing
Layman Melissa 4
Accession 0001209191-21-065708
CIK 0001419600other
Filed
Nov 18, 7:00 PM ET
Accepted
Nov 19, 10:03 AM ET
Size
11.8 KB
Accession
0001209191-21-065708
Insider Transaction Report
Form 4
Layman Melissa
Chief Commercial Officer
Transactions
- Disposition to Issuer
Common Stock
2021-11-19$8.50/sh−103,956$883,626→ 0 total - Disposition to Issuer
Stock Option (right to buy)
2021-11-19−30,000→ 0 totalExercise: $7.01Exp: 2030-03-31→ Common Stock (30,000 underlying) - Disposition to Issuer
Performance Restricted Stock Unit Award
2021-11-19−20,100→ 0 total→ Common Stock (20,100 underlying)
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of October 11, 2021, by and among Flexion Therapeutics, Inc. ("Issuer"), Pacira BioSciences, Inc. and Oyster Acquisition Company Inc. ("Purchaser") ("Merger Agreement"), on November 19, 2021, Purchaser merged with and into Issuer, with Issuer continuing as the surviving corporation ("Merger"). At the effective time of the Merger, each share of Issuer's common stock was cancelled in exchange for (i) $8.50 per share in cash ("Cash Amount"), plus (ii) one non-transferable contractual contingent value right per share, which represent the right to receive one or more contingent payments of up to $8.00 per share in the aggregate, in cash, upon the achievement of specified milestones on or prior to December 31, 2030 ("CVR Payments"). Pursuant to the Merger Agreement, these shares were tendered and disposed of at the offer acceptance time in exchange for the right to receive (i) the Cash Amount, plus (ii) any CVR Payments.
- [F2]At the effective time of the Merger, each outstanding restricted stock unit award ("RSU") was accelerated and became fully vested and was cancelled and converted into the right to receive (i) $8.50 per share of Issuer common stock issuable in settlement of such RSU in cash, net of any withholding taxes required to be deducted and withheld by applicable law, plus (ii) any potential CVR Payments.
- [F3]At the effective time of the Merger, each outstanding option with an exercise price less than $8.50 per share was accelerated and became fully vested and exercisable and was cancelled and converted into the right to receive (i) cash in an amount equal to the product of (a) the total number of shares of Issuer common stock subject to such option multiplied by (b) the excess of (x) $8.50 per share over (y) the exercise price payable per share of Issuer common stock under such option, and (ii) any potential CVR Payments, net of any withholding taxes required to be deducted and withheld by applicable legal requirements
- [F4]At the effective time of the Merger, each outstanding restricted stock unit award conditioned on performance metrics ("PSU") was accelerated (assuming achievement at 100% of the applicable target levels) and became fully vested and cancelled and converted into the right to receive (i) $8.50 per share of Issuer common stock issuable in settlement of such PSU in cash, net of any withholding taxes required to be deducted and withheld by applicable law, plus (ii) any potential CVR Payments.
Documents
Issuer
Flexion Therapeutics Inc
CIK 0001419600
Entity typeother
Related Parties
1- filerCIK 0001806204
Filing Metadata
- Form type
- 4
- Filed
- Nov 18, 7:00 PM ET
- Accepted
- Nov 19, 10:03 AM ET
- Size
- 11.8 KB