Winston J. Churchill - Apr 8, 2024 Form 4 Insider Report for Societal CDMO, Inc. (SCTL)

Role
Director
Signature
/s/ Ryan D. Lake, Attorney-in-Fact
Stock symbol
SCTL
Transactions as of
Apr 8, 2024
Transactions value $
-$331,762
Form type
4
Date filed
4/8/2024, 09:27 PM
Previous filing
Apr 3, 2024
Next filing
May 16, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SCTL Common Stock Disposition pursuant to a tender of shares in a change of control transaction -$251K -228K -75.59% $1.10 73.6K Apr 8, 2024 Direct F1
transaction SCTL Common Stock Disposed to Issuer -$81K -73.6K -100% $1.10 0 Apr 8, 2024 Direct 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 SCTL Stock Option (Right to Buy) Disposed to Issuer -118K -100% 0 Apr 8, 2024 Common Stock 118K $0.80 Direct F3
transaction SCTL Stock Option (Right to Buy) Disposed to Issuer -27.2K -100% 0 Apr 8, 2024 Common Stock 27.2K $0.74 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Winston J. Churchill 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 terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 28, 2024, by and among the Issuer, CoreRx, Inc., a Florida corporation ("Parent") and Cane Merger Sub, Inc., a Pennsylvania corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, effective as of April 8, 2024 (the "Effective Time") with the Issuer surviving the merger. At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $1.10 per Share in cash (the "Offer Amount"), subject to any applicable withholding taxes and without interest.
F2 Represents restricted stock units granted under an Issuer equity plan ("RSUs") granted to the Reporting Person. Each RSU represented a contingent right to receive one Share upon vesting of the RSU. Pursuant to the terms of the Merger Agreement, each outstanding RSU that was outstanding and unvested immediately prior to the Effective Time vested in full. At the Effective Time, each RSU then outstanding was cancelled and converted into a cash payment equal to the product of (A) the total number of Shares then underlying such RSU multiplied by (B) the Offer Amount, without interest and subject to any withholding of taxes.
F3 Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding and unvested option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") vested in full. At the Effective Time, each Issuer Stock Option with an exercise price that is less than the Offer Amount was cancelled and converted into the right to receive a cash payment equal to the product of (A) the excess, if any, of the Offer Amount over the exercise price payable per Share with respect to such Issuer Stock Option, multiplied by (B) the total number of Shares subject to such Issuer Stock Option immediately prior to the Effective Time.