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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 | (1) | 03/11/2024 | A | 125,000 | (3) | (3) | Common Stock | 125,000 | $ 0 | 125,000 | D | ||||
| Performance-Based Restricted Stock Units | (2) | 03/11/2024 | A | 125,000 | (4) | (4) | Common Stock | 125,000 | $ 0 | 125,000 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Wood Todd Michael 6310 TOWN SQUARE, SUITE 400 ALPHARETTA, GA 30005 |
President of U.S. Operations | |||
| /s/ Todd Wood | 03/13/2024 | |
| **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) | Each Restricted Stock Unit (RSU) represents a contingent right to receive one (1) share of the common stock of the Issuer. |
| (2) | Each Performance-Based Restricted Stock Unit (PSU) represents a contingent right to receive one (1) share of the common stock of the Issuer, subject to the achievement of applicable performance criteria. |
| (3) | The RSUs were awarded to the Reporting Person under the Alimera Sciences, Inc. 2024 Equity Inducement Plan. 25% of the RSUs are scheduled to vest on the first anniversary of the Reporting Person's employment commencement date and the remaining portion of the RSUs will vest in equal monthly installments over the following 36 months, subject to the Reporting Person's continuous employment with the Issuer on each such vesting date. |
| (4) | The PSUs were awarded to the Reporting Person under the Alimera Sciences, Inc. 2024 Equity Inducement Plan. Each PSU represents the right to receive, following vesting, one (1) share of common stock of the Issuer. 1/3 of the PSUs will vest for each performance year during the 3-year performance period beginning January 1, 2024 and ending on December 31, 2026 if either one of the pre-established annual revenue target and stock price target is satisfied during such performance year, as set forth in the Reporting Person's award agreement. The number of PSUs reported reflects the maximum number of PSUs that the Reporting Person may earn at the end of the 3-year performance period. |