Capelli Christopher 4
4 · Soliton, Inc. · Filed Dec 17, 2021
Insider Transaction Report
Form 4
Soliton, Inc.SOLY
Capelli Christopher
DirectorCEO, President
Transactions
- Disposition to Issuer
Common Stock
2021-12-16$22.60/sh−175,000$3,955,000→ 0 total(indirect: See Footnote) - Disposition to Issuer
Warrant (right to buy)
2021-12-16−11,512→ 0 totalExercise: $1.75Exp: 2023-10-19→ Common Stock (11,512 underlying) - Disposition to Issuer
Warrant (right to buy)
2021-12-16−8,634→ 0 totalExercise: $1.75Exp: 2023-10-30→ Common Stock (8,634 underlying) - Disposition to Issuer
Stock option (right to buy)
2021-12-16−89,300→ 0 totalExercise: $11.71Exp: 2030-02-04→ Common Stock (89,300 underlying) - Disposition to Issuer
Stock option (right to buy)
2021-12-16−35,150→ 0 totalExercise: $14.62Exp: 2029-06-27→ Common Stock (35,150 underlying) - Disposition to Issuer
Warrant (right to buy)
2021-12-16−7,771→ 0 totalExercise: $1.75Exp: 2023-11-15→ Common Stock (7,771 underlying) - Disposition to Issuer
Common Stock
2021-12-16$22.60/sh−263,440$5,953,744→ 0 total - Disposition to Issuer
Stock option (right to buy)
2021-12-16−725,000→ 0 totalExercise: $1.75Exp: 2028-06-08→ Common Stock (725,000 underlying) - Disposition to Issuer
Stock option (right to buy)
2021-12-16−108,500→ 0 totalExercise: $1.75Exp: 2029-02-04→ Common Stock (108,500 underlying) - Disposition to Issuer
Stock option (right to buy)
2021-12-16−113,000→ 0 totalExercise: $9.74Exp: 2031-01-21→ Common Stock (113,000 underlying)
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of May 8, 2021 (the "Merger Agreement"), by and among Soliton, Inc. (the "Company"), AbbVie Inc. ("AbbVie") and Scout Merger Sub, Inc., a wholly owned subsidiary of AbbVie ("Merger Sub"), at the effective time of the merger of Merger Sub with and into the Company (the "Merger"), these shares of Company common stock were converted into the right to receive $22.60 in cash (the "Merger Consideration"), without interest.
- [F2]Represents 175,000 shares of common stock held by M.D. Anderson Cancer Center ("MD Anderson") that were issued pursuant to a license agreement between Soliton, Inc. (the "Company") and MD Anderson. As the inventor of the intellectual property licensed from MD Anderson, Dr. Capelli is entitled to 50% of the proceeds (after the recoupment of any costs associated therewith) from the sale by MD Anderson of the shares issued to MD Anderson in connection with the license agreement.
- [F3]Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding and unexercised option, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to the Merger Consideration minus the exercise price that would be due in cash upon exercise of such option.
- [F4]Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised warrant, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to the excess of (i) the number of shares of common stock subject to the warrant, multiplied by the Merger Consideration over (ii) the number of shares of common stock subject to the warrant, multiplied by the per share exercise price of such warrant.