Robert Besthof - 16 Aug 2021 Form 4 Insider Report for NRX Pharmaceuticals, Inc. (NRXP)

Role: Chief Comm. & Patient Officer
Signature: /s/ Robert Besthof
Issuer symbol: NRXP
Transactions as of: 16 Aug 2021
Net transactions value: -$477,658
Form type: 4
Filing time: 02 Nov 2021, 16:04:47 UTC
Previous filing: 10 Jun 2021
Next filing: 10 Mar 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NRXP	Common Stock	Options Exercise	$12,742	+63,710		$0.2000	63,710	16 Aug 2021	Direct	F1
transaction	NRXP	Common Stock	Sale	$470,400	-40,000	-63%	$11.76^*	23,710	15 Sep 2021	Direct

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	NRXP	Employee Stock Option (Right to buy)	Conversion of derivative security	$20,000	-100,000	-29%	$0.2000	247,200	16 Aug 2021	Common Stock	100,000	$0.2000	Direct	F1
transaction	NRXP	Restricted Stock Units	Award	$0	+36,290		$0.000000	36,290	16 Aug 2021	Common Stock	36,290		Direct	F2

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

Explanation of Responses:

Id	Content
F1	The options are fully vested.
F2	Shares and restricted stock units acquired pursuant to the exercise of 100,000 vested stock options under the NRX Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan (the "Plan"). The Reporting person received 63,701 freely tradable shares of common stock, par value $0.001 per share, of NRX Pharmaceuticals, Inc. (the "Common Stock") and 36,290 restricted stock units, each restricted stock unit representing a right to receive one share of Common Stock. The restricted stock units remain in the Plan and are subject to forfeiture if the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) do not occur on or prior to December 31, 2022.

Content

The options are fully vested.

Shares and restricted stock units acquired pursuant to the exercise of 100,000 vested stock options under the NRX Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan (the "Plan"). The Reporting person received 63,701 freely tradable shares of common stock, par value $0.001 per share, of NRX Pharmaceuticals, Inc. (the "Common Stock") and 36,290 restricted stock units, each restricted stock unit representing a right to receive one share of Common Stock. The restricted stock units remain in the Plan and are subject to forfeiture if the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) do not occur on or prior to December 31, 2022.