Rolf K. Hoffmann - Sep 21, 2023 Form 4 Insider Report for Paratek Pharmaceuticals, Inc. (PRTK)

Role
Director
Signature
/s/ William M. Haskel, Attorney-in-Fact for Rolf K. Hoffmann
Stock symbol
PRTK
Transactions as of
Sep 21, 2023
Transactions value $
$0
Form type
4
Date filed
9/21/2023, 01:24 PM
Previous filing
Feb 9, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PRTK Common Stock Disposed to Issuer -64K -76.19% 20K Sep 21, 2023 Direct F1, F2
transaction PRTK Common Stock Disposed to Issuer -20K -100% 0 Sep 21, 2023 Direct F3, F4

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PRTK Stock option (right to buy) Disposed to Issuer -7K -100% 0 Sep 21, 2023 Common Stock 7K $7.61 Direct F5
transaction PRTK Stock option (right to buy) Disposed to Issuer -7K -100% 0 Sep 21, 2023 Common Stock 7K $3.51 Direct F5
transaction PRTK Stock option (right to buy) Disposed to Issuer -5K -100% 0 Sep 21, 2023 Common Stock 5K $7.23 Direct F5
transaction PRTK Stock option (right to buy) Disposed to Issuer -10K -100% 0 Sep 21, 2023 Common Stock 10K $10.70 Direct F5
transaction PRTK Stock option (right to buy) Disposed to Issuer -12K -100% 0 Sep 21, 2023 Common Stock 12K $20.60 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Rolf K. Hoffmann is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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").
F2 (Continued from Footnote 1) 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, 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 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,
F4 (Continued from Footnote 3) 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.
F5 Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of Company Common Stock granted under an Issuer equity plan (each, a "Company Stock Option") that was then outstanding that has an exercise price per share of Company Common Stock that is greater than $3.00 was cancelled for no consideration.