4//SEC Filing
Heine Lisa Wipperman 4
Accession 0001415889-23-016386
CIK 0001527096other
Filed
Dec 12, 7:00 PM ET
Accepted
Dec 13, 4:51 PM ET
Size
7.8 KB
Accession
0001415889-23-016386
Insider Transaction Report
Form 4
Heine Lisa Wipperman
Director
Transactions
- Disposition from Tender
Common Stock
2023-12-12−66,943→ 67,413 total - Disposition to Issuer
Common Stock
2023-12-13−67,413→ 0 total
Footnotes (4)
- [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.
Documents
Issuer
Miromatrix Medical Inc.
CIK 0001527096
Entity typeother
Related Parties
1- filerCIK 0001703985
Filing Metadata
- Form type
- 4
- Filed
- Dec 12, 7:00 PM ET
- Accepted
- Dec 13, 4:51 PM ET
- Size
- 7.8 KB