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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 | ||||||||
| Stock Option (Right to Buy) | $ 1.13 | 07/31/2023 | D | 75,000 | (2)(3) | (2)(3) | Common Stock | 75,000 | (2) (3) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Fischer Seth H. Z. 2 ATLANTIC AVENUE BOSTON, MA 02110 |
X | |||
| By: Keith M. McGahan For: Seth H.Z. Fischer | 08/01/2023 | |
| **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) | Represents shares of the Issuer disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 24, 2023, by and among the Issuer, Assertio Holdings, Inc., a Delaware corporation ("Acquiror"), and Spade Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror, in exchange for consideration of (a) 0.1783 of a share of the common stock of Acquiror and cash in lieu of fractional shares (the "Upfront Consideration") and (b) a contingent value right ("CVR") to receive up to an additional $0.20 per common share (subject to adjustment), payable in cash or common stock of Acquiror at the election of Acquiror, upon the achievement of certain milestones, (the Upfront Consideration plus one CVR, collectively, the "Merger Consideration") on the effective date of the merger. |
| (2) | Stock options of the Issuer (the "Company Options") were canceled in the merger and (i) if the Company Option had an exercise price less than the Upfront Consideration, it was exchanged for (1) common stock of the Acquiror with a value equal to the quotient of (A) the product of (x) the total number of common stock of Issuer underlying the Company Option multiplied by (y) the excess, if any, of the value of the Upfront Consideration over the exercise price of such Company Option, divided by (B) the average of the daily volume-weighted average price per share of the common stock of Acquiror calculated based on the ten (10) consecutive trading days ending two trading days prior to the date of the Merger Agreement and (2) a number of CVRs equal to the number of shares of common stock of the Issuer underlying such Company Option, (ii) if the Company Option had an exercise price equal to or greater than the Upfront Consideration and less than the Merger Consideration, |
| (3) | (Continued from Footnote 2) it was exchanged for a number of CVRs equal to the number of common stock of the Issuer underlying such Company Option (reduced by the amount that the exercise price exceeds the Upfront Consideration) and (iii) if the Company Option had an exercise price equal to or greater than the Merger Consideration, it was canceled for no consideration. |