Alessandra Daigneault - 19 Aug 2021 Form 4 Insider Report for NRX Pharmaceuticals, Inc. (NRXP)

Role
General Counsel & Secretary
Signature
/s/ Alessandra Daigneault
Issuer symbol
NRXP
Transactions as of
19 Aug 2021
Net transactions value
-$545,165
Form type
4
Filing time
02 Nov 2021, 16:05:45 UTC
Previous filing
10 Jun 2021
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 $84,103 +27,395 +433% $3.07* 33,715 19 Aug 2021 Direct F1
transaction NRXP Common Stock Sale $442,004 -33,715 -100% $13.11* 0 23 Aug 2021 Direct
transaction NRXP Common Stock Options Exercise $56,549 +18,420 $3.07* 18,420 02 Sep 2021 Direct F2
transaction NRXP Common Stock Options Exercise $40,413 +13,164 +71% $3.07* 31,584 02 Sep 2021 Direct F3

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 $132,010 -43,000 -30% $3.07* 100,840 19 Aug 2021 Common Stock 43,000 $3.07 Direct F4
transaction NRXP Restricted Stock Units Award $0 +15,605 $0.000000 15,605 19 Aug 2021 Common Stock 15,605 Direct F1
transaction NRXP Employee Stock Option (Right to buy) Conversion of derivative security $88,772 -28,916 -29% $3.07* 71,924 02 Sep 2021 Common Stock 28,916 $3.07 Direct F4
transaction NRXP Employee Stock Option (Right to buy) Conversion of derivative security $63,445 -20,666 -42% $3.07* 28,934 02 Sep 2021 Common Stock 20,666 $3.07 Direct F5
transaction NRXP Restricted Stock Units Award $0 +10,496 +67% $0.000000 26,101 02 Sep 2021 Common Stock 10,496 Direct F2
transaction NRXP Restricted Stock Units Award $0 +7,502 +29% $0.000000 33,603 02 Sep 2021 Common Stock 7,502 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares and restricted stock units acquired pursuant to the exercise of 43,000 vested stock options under the NRX Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan (the "Plan"). The Reporting person received 27,395 freely tradable shares of common stock, par value $0.001 per share, of NRX Pharmaceuticals, Inc. (the "Common Stock ") and 15,605 restricted stock units, each restricted stock unit representing a right to receive one share of Common Stock. These 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.
F2 Shares and restricted stock units acquired pursuant to the exercise of 28,916 vested stock options under the Plan. The Reporting person received 18,420 freely tradable shares of Common Stock and 10,496 restricted stock units under the Plan, each restricted stock unit representing a right to receive one share of Common Stock. These 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.
F3 Shares and restricted stock units acquired pursuant to the exercise of 20,666 vested stock options under the Plan. The Reporting person received 13,164 freely tradable shares of Common Stock and 7,502 restricted stock units under the Plan, each restricted stock unit representing a right to receive one share of Common Stock. These 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.
F4 From an option grant dated September 1, 2020; subject to certain conditions, the options will generally vest in 24 equal installments every month commencing on 09/30/2020 and fully vesting on 09/30/2022. As of September 1, 2021, 22,923 options had vested and were available for exercise.
F5 From an option grant dated November 15, 2020; subject to certain conditions, the options will generally vest at a rate of 2066 every month commencing on 11/30/2020 through 10/30/1022 and the final 2,082 shares on 11/30/2022. As of September 1, 2021, 20,666 shares had vested and were available for exercise.