| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PRTK | Common Stock | Disposed to Issuer | -622K | -83.08% | 127K | Sep 21, 2023 | Direct | F1, F2, F3 | ||
| transaction | PRTK | Common Stock | Disposed to Issuer | -127K | -100% | 0 | Sep 21, 2023 | Direct | F4, F5 |
Adam Woodrow is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of June 6, 2023, by and among the Issuer, Resistance Acquisition, Inc. ("Parent"), and Resistance Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into Issuer with the Issuer being the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of the Issuer ("Company Common Stock") was cancelled and retired and automatically converted into the right to receive (x) $2.15, payable to the holder thereof in cash, |
| F2 | (Continued from Footnote 1) without interest (the "Cash Consideration") but subject to reduction for any applicable withholding taxes payable in respect thereof and (y) one (1) contractual contingent value right (a "CVR Payment") that represents the right to receive $0.85 upon satisfaction of certain conditions set forth in a Contingent Value Rights Agreement, dated September 21, 2023, by and between Parent and Equiniti Trust Company, LLC. |
| F3 | Due to administrative error, the Reporting Person's previous Form 4 filings over-reported the securities beneficially owned by the Reporting Person by 1,000 shares of common stock of the Issuer. This filing corrects such error and lists the correct amount of securities beneficially owned directly by the Reporting Person. |
| F4 | Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award covering shares of Company Common Stock that is subject to vesting conditions based solely on continued employment or service granted under an Issuer equity plan (each, a "Company RSU") and each performance stock unit award covering shares of Company Common Stock that are subject to performance-based vesting conditions granted under an Issuer equity plan (each, a "Company PSU") (the Company RSUs and the Company PSUs, collectively "Company Equity Awards") that was then outstanding was cancelled, and the holder of such cancelled Company Equity Award is entitled, in exchange therefor, to receive (without interest and less applicable tax withholdings) (i) an amount in cash equal to the product of (A) the total number of shares of Company Common Stock subject to (or deliverable under) such Company Equity Award immediately prior to the Effective Time multiplied by (B) the Cash Consideration, |
| F5 | (Continued from Footnote 4) and (ii) a CVR Payment for each share of Company Common Stock subject thereto (the "Equity Award Consideration"), provided, that any payment of the Equity Award Consideration in respect of an unvested Company Equity Award will remain subject to the same vesting conditions as were applicable to such Company Equity Award immediately prior to the Effective Time and shall only become payable to the holder of such cancelled Company Equity Award to the extent such vesting conditions are satisfied following the closing of the Merger. If provided for pursuant to a subscription agreement entered into among the Reporting Person, the Issuer and Resistance TopCo L.P., a Delaware limited partnership ("Topco LP"), the settlement of such Equity Award Consideration may also be made inequity interests of Topco LP. |