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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | $ 0 (2) | 03/22/2022 | D | 11,685 | (3) | (3) | Common Stock | 11,685 | $ 0 (3) | 0 | D | ||||
| Stock Options (right to buy) | $ 4.96 | 03/22/2022 | D | 22,500 | (4) | (4) | Common Stock | 22,500 | $ 0 (4) | 0 | D | ||||
| Stock Options (right to buy) | $ 4.36 | 03/22/2022 | D | 48,000 | (4) | (4) | Common Stock | 48,000 | $ 0 (4) | 0 | D | ||||
| Stock Options (right to buy) | $ 3.76 | 03/22/2022 | D | 48,000 | (4) | (4) | Common Stock | 48,000 | $ 0 (4) | 0 | D | ||||
| Stock Options (right to buy) | $ 3.66 | 03/22/2022 | D | 85,760 | (4) | (4) | Common Stock | 85,760 | $ 0 (4) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Sirgo Mark A C/O BIODELIVERY SCIENCES INTL, INC., 4131 PARKLAKE AVENUE, SUITE 225 RALEIGH, NC 27612 |
X | |||
| /s/ Mark A. Sirgo | 03/22/2022 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 14, 2022, by and among the Issuer, Collegium Pharmaceutical, Inc., ("Parent"), and Bristol Acquisition Company Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of Issuer, $0.001 par value per share (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of March 22, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $5.60 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes. |
| (2) | Each restricted stock unit ("RSU") represents the contingent right to receive one Share. |
| (3) | Each Issuer RSUs that was outstanding immediately prior to the Effective Time, was cancelled and converted into the right to receive for each Share underlying such RSU, without interest and subject to deduction for any required withholding taxes, an amount in cash equal to the Merger Consideration. |
| (4) | Immediately prior to the Effective Time, each Issuer option that was outstanding and then exercisable for a per share exercise price less than the Merger Consideration that would be payable in respect of the Shares underlying such Issuer option (any such Issuer option, an "In-the-Money Cash Out Option") was cancelled and automatically converted into the right to receive for each Share underlying such Issuer option, without interest and subject to deduction for any required withholding taxes, an amount in cash equal to the excess of the Merger Consideration over the per share exercise price of such In-the-Money Cash Out Option. All Issuer options that were not In-the-Money Cash Out Options were cancelled at the Effective Time without payment of any consideration. |