Passilla Michael 4

What Happened

• Director Michael Passilla reported dispositions on 2026-05-08 related to the company’s merger: 78,319 common shares, 19,157 common shares, and 120,000 derivative securities (total 217,476 securities) were converted/cancelled and paid out as merger consideration. Per the Merger Agreement, each cancelled share/RSU received $11.20 in cash; the total cash value of these conversions is approximately $2,435,731 (about $2.44M).

Key Details

• Transaction date: 2026-05-08 (reported on Form 4 filed 2026-05-08).
• Consideration: $11.20 per share (Merger Consideration) — price for the reported dispositions; the Form lists per-share price as N/A but footnotes confirm the cash-out amount.
• Shares/units reported disposed: 78,319; 19,157; and 120,000 (derivative) — total 217,476.
• Shares owned after transaction: not specified in the provided excerpt of the filing.
• Notable footnotes:
  • F1: Dispositions occurred under the Agreement and Plan of Merger (effective at the reported time).
  • F2: Common shares were cancelled and converted into $11.20 cash per share.
  • F3: RSUs vested, were cancelled, and converted into cash equal to the Merger Consideration.
  • F4: In‑the‑money options were cashed out for the spread; out‑of‑the‑money options were cancelled without consideration.
• Filing timeliness: filing date equals period of report (no late filing indicated).

Context

• These were not open‑market sales but merger cash‑outs: common shares, vested RSUs, and certain options were converted to cash under the merger terms. For options, treatment depends on exercise price (in‑the‑money options received cash for the spread; others were cancelled).
• Such merger-driven conversions are routine corporate‑transaction outcomes and do not necessarily signal insider sentiment about future company performance.