Ross Jeffrey James 4
4 · Miromatrix Medical Inc. · Filed Dec 13, 2023
Insider Transaction Report
Form 4
Ross Jeffrey James
Chief Executive Officer
Transactions
- Disposition to Issuer
Employee Stock Option (right to buy)
2023-12-13−43,750→ 0 totalExercise: $3.75Exp: 2025-01-16→ Common Stock (43,750 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2023-12-13−33,688→ 0 totalExercise: $3.75Exp: 2026-01-01→ Common Stock (33,688 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2023-12-13−39,375→ 0 totalExercise: $3.75Exp: 2027-02-02→ Common Stock (39,375 underlying) - Disposition from Tender
Common Stock
2023-12-12−308,775→ 87,500 total - Disposition to Issuer
Common Stock
2023-12-13−87,500→ 0 total - Disposition to Issuer
Employee Stock Option (right to buy)
2023-12-13−100,000→ 0 totalExercise: $3.26Exp: 2033-01-13→ Common Stock (100,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2023-12-13−100,000→ 0 totalExercise: $3.75Exp: 2027-03-03→ Common Stock (100,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2023-12-13−100,000→ 0 totalExercise: $4.20Exp: 2032-01-13→ Common Stock (100,000 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2023-12-13−41,250→ 0 totalExercise: $3.75Exp: 2024-03-01→ Common Stock (41,250 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2023-12-13−68,714→ 0 totalExercise: $3.75Exp: 2028-05-30→ Common Stock (68,714 underlying) - Disposition to Issuer
Employee Stock Option (right to buy)
2023-12-13−1,500→ 0 totalExercise: $4.73Exp: 2032-01-03→ Common Stock (1,500 underlying)
Footnotes (5)
- [F1]Shares tendered and accepted pursuant to the terms of an offer conducted pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, United Therapeutics Corporation ("Parent") and Morpheus Subsidiary Inc., dated as of October 29, 2023, for consideration consisting of (i) $3.25 per share, payable in cash, without interest and less any required withholding taxes (the "Cash Consideration"), plus (ii) one contractual, non-tradeable contingent value right per share (each, a "CVR").
- [F2]Each CVR entitles the reporting person to potentially receive contingent payments of up to an aggregate of $1.75 per CVR, without interest and less any required withholding taxes, upon the achievement of a specified milestone in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement"), dated as of December 12, 2023, by and between Parent and Continental Stock Transfer & Trust Company.
- [F3]Previously unvested restricted stock units ("RSUs"), each of which represented a contingent right to receive one share of the Issuer's common stock.
- [F4]In connection with the closing under the Merger Agreement, each outstanding RSU award was cancelled and exchanged for the right to receive (i) a cash payment equal to (x) the total numbers of shares subject to the RSU award multiplied by (y) the Cash Consideration and (ii) one CVR with respect to each share subject to such RSU award.
- [F5]In connection with the closing under the Merger Agreement, each employee stock option (right to buy) was canceled in exchange for (i) an amount in cash, without interest and less any required withholding tax, equal to the product of (A) the excess of the amount of the Cash Consideration over the exercise price per share of such stock option and (B) the number of shares that were subject to such stock option, without regard to vesting, and (ii) a number of CVRs equal to the same number of shares that were subject to such stock option, provided, that the payment, if any, under each CVR shall be reduced by the amount by which the exercise price per share exceeds the amount of the Cash Consideration.