Caligan Partners LP - 16 Sep 2024 Form 4 Insider Report for ALIMERA SCIENCES INC

Role
10%+ Owner
Signature
Caligan Partners LP, By: /s/ David Johnson, Managing Partner
Issuer symbol
N/A
Transactions as of
16 Sep 2024
Net transactions value
$0
Form type
4
Filing time
18 Sep 2024, 16:30:48 UTC
Previous filing
12 Sep 2024
Next filing
30 Dec 2025
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ALIM Common Stock, par value $0.01 per share ("Common Stock") Other -16,835,154 -100% 0 16 Sep 2024 See footnote F1, F2

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 ALIM Warrants Other -800,000 -100% 0 16 Sep 2024 Common Stock 800,000 $2.10 See footnote F2, F3
transaction ALIM Notional Derivative Agreements (obligation to buy) Other -1 -100% 0 16 Sep 2024 Common Stock 490,000 See footnote F2, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Caligan Partners LP is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated as of June 21, 2024, by and among ANI Pharmaceuticals, Inc., a Delaware corporation ("ANI") and Alimera Sciences, Inc., a Delaware corporation (the "Issuer") and the other parties thereto (the "Merger Agreement") as of the effective time of the merger (the "Effective Time"), each outstanding share of Common Stock was cancelled and ceased to exist and converted into the right to receive (i) $5.50 in cash, without interest and (ii) one contingent value right representing the right to receive contingent cash payments subject to the achievement of certain milestones and the terms and conditions set forth in a contingent value rights agreement entered into between ANI and a rights agent (the consideration contemplated by (i) and (ii), together, the "Merger Consideration").
F2 This Form 4 is filed by David Johnson ("Mr. Johnson") and Caligan Partners LP ("Caligan") with respect to the securities previously held by Caligan Partners Master Fund LP, a Cayman Islands limited partnership, and certain funds and managed accounts to which Caligan serves as investment manager (the "Caligan Funds and Accounts"). Mr. Johnson is the Managing Partner of Caligan and a Managing Member of Caligan Partners GP LLC, the general partner of Caligan.
F3 Immediately prior to the Effective Time, the warrants to purchase shares of Common Stock were net exercised and the resulting shares of Common Stock were converted into the right to receive the Merger Consideration pursuant to the terms of the Merger Agreement.
F4 As a result of the closing of the merger, the derivative agreements held by the Caligan Funds and Accounts settled in accordance with their terms based on the Merger Consideration.

Remarks:

Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.