Newtyn Management, LLC - Nov 19, 2021 Form 4 Insider Report for Flexion Therapeutics Inc (FLXN)

Role: 10%+ Owner
Signature: /s/ Eugene Dozortsev
Stock symbol: FLXN
Transactions as of: Nov 19, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/23/2021, 06:00 PM
Previous filing: Nov 23, 2021
Next filing: Mar 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FLXN	Common Stock, par value $0.001 per share	Disposition pursuant to a tender of shares in a change of control transaction		-5.9M	-100%		0	Nov 19, 2021	See footnote	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated as of October 11, 2021, by and among Flexion Therapeutics, Inc. ("Issuer"), Pacira BioSciences, Inc. and Oyster Acquisition Company Inc. ("Purchaser") ("Merger Agreement"), on November 19, 2021, Purchaser merged with and into Issuer, with Issuer continuing as the surviving corporation ("Merger"). At the effective time of the Merger, each share of Issuer's common stock was cancelled in exchange for (i) $8.50 per share in cash ("Cash Amount"), plus (ii) one non-transferable contractual contingent value right per share, which represent the right to receive one or more contingent payments of up to $8.00 per share in the aggregate, in cash, upon the achievement of specified milestones on or prior to December 31, 2030 ("CVR Payments"). Pursuant to the Merger Agreement, these shares were tendered and disposed of at the offer acceptance time in exchange for the right to receive (i) the Cash Amount, plus (ii) any CVR Payments.
F2	The shares are held directly by Newtyn Partners, LP ("NP") and Newtyn TE Partners, LP ("NTE"). Newtyn Management, LLC, as the investment manager to NP and NTE, possesses the sole power to direct the vote and the sole power to direct the disposition of the securities held by NP and NTE. Newtyn Management, LLC disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person, NP, NTE or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Content

Pursuant to the Agreement and Plan of Merger, dated as of October 11, 2021, by and among Flexion Therapeutics, Inc. ("Issuer"), Pacira BioSciences, Inc. and Oyster Acquisition Company Inc. ("Purchaser") ("Merger Agreement"), on November 19, 2021, Purchaser merged with and into Issuer, with Issuer continuing as the surviving corporation ("Merger"). At the effective time of the Merger, each share of Issuer's common stock was cancelled in exchange for (i) $8.50 per share in cash ("Cash Amount"), plus (ii) one non-transferable contractual contingent value right per share, which represent the right to receive one or more contingent payments of up to $8.00 per share in the aggregate, in cash, upon the achievement of specified milestones on or prior to December 31, 2030 ("CVR Payments"). Pursuant to the Merger Agreement, these shares were tendered and disposed of at the offer acceptance time in exchange for the right to receive (i) the Cash Amount, plus (ii) any CVR Payments.

The shares are held directly by Newtyn Partners, LP ("NP") and Newtyn TE Partners, LP ("NTE"). Newtyn Management, LLC, as the investment manager to NP and NTE, possesses the sole power to direct the vote and the sole power to direct the disposition of the securities held by NP and NTE. Newtyn Management, LLC disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person, NP, NTE or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.