| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ALIM | Common Stock | Disposed to Issuer | -118K | -100% | 0 | Sep 16, 2024 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | ALIM | Restricted Stock Units | Disposed to Issuer | -6.8K | -100% | 0 | Sep 16, 2024 | Common Stock | 6.8K | Direct | F2 | |||
| transaction | ALIM | Performance-Based Restricted Stock Units | Disposed to Issuer | -75K | -100% | 0 | Sep 16, 2024 | Common Stock | 75K | Direct | F3 | |||
| transaction | ALIM | Employee Stock Option (Right to Buy) | Disposed to Issuer | -147K | -100% | 0 | Sep 16, 2024 | Common Stock | 147K | $3.38 | Direct | F4 | ||
| transaction | ALIM | Employee Stock Option (Right to Buy) | Disposed to Issuer | -45K | -100% | 0 | Sep 16, 2024 | Common Stock | 45K | $4.96 | Direct | F4 | ||
| transaction | ALIM | Employee Stock Option (Right to Buy) | Disposed to Issuer | -30K | -100% | 0 | Sep 16, 2024 | Common Stock | 30K | $5.01 | Direct | F4 | ||
| transaction | ALIM | Employee Stock Option (Right to Buy) | Disposed to Issuer | -20K | -100% | 0 | Sep 16, 2024 | Common Stock | 20K | $6.75 | Direct | F4 | ||
| transaction | ALIM | Employee Stock Option (Right to Buy) | Disposed to Issuer | -200K | -100% | 0 | Sep 16, 2024 | Common Stock | 200K | $0.86 | Direct | F4 | ||
| transaction | ALIM | Employee Stock Option (Right to Buy) | Disposed to Issuer | -150K | -100% | 0 | Sep 16, 2024 | Common Stock | 150K | $1.16 | Direct | F4 | ||
| transaction | ALIM | Employee Stock Option (Right to Buy) | Disposed to Issuer | -150K | -100% | 0 | Sep 16, 2024 | Common Stock | 150K | $1.18 | Direct | F4 | ||
| transaction | ALIM | Employee Stock Option (Right to Buy) | Disposed to Issuer | -125K | -100% | 0 | Sep 16, 2024 | Common Stock | 125K | $2.47 | Direct | F4 | ||
| transaction | ALIM | Employee Stock Option (Right to Buy) | Disposed to Issuer | -125K | -100% | 0 | Sep 16, 2024 | Common Stock | 125K | $5.51 | Direct | F4 |
Philip Ashman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Pursuant to the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Merger Agreement"), by and among the Issuer, ANI Pharmaceuticals, Inc., a Delaware corporation ("Parent") and ANIP Merger Sub INC., a Delaware corporation and a wholly owned indirect subsidiary of Parent, as of the effective time of the merger (the "Effective Time"), each share of common stock was converted into the right to receive (i) $5.50 in cash, without interest (such amount, the "Closing Cash Consideration") and (ii) one contingent value right ("CVR") 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 Parent and a rights agent (the consideration contemplated by (i) and (ii), together, the "Merger Consideration"). |
| F2 | Pursuant to the terms of the Merger Agreement, as of the Effective Time, each restricted stock unit (each, an "RSU") granted by the Issuer that was outstanding and unvested immediately prior to the Effective Time was converted into the right to receive (i) an amount of cash equal to the product of (A) the number of shares of common stock then underlying such RSU multiplied by (B) the Closing Cash Consideration and (ii) CVRs in an amount equal to the total number of shares of common stock then underlying such RSUs. |
| F3 | Pursuant to the terms of the Merger Agreement, as of the Effective Time, each performance-based restricted stock unit (each, a "PSU") granted by the Issuer that was outstanding and unvested immediately prior to the Effective Time was converted into the right to receive (i) an amount of cash equal to the product of (A) the number of shares of common stock then underlying such PSU multiplied by (B) the Closing Cash Consideration and (ii) CVRs in an amount equal to the total number of shares of common stock then underlying such PSUs, with, for the avoidance of doubt, all performance metrics deemed achieved at 100% for the PSUs. |
| F4 | Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock option granted by the Issuer to purchase shares (each, an "Option") that was outstanding and unvested immediately prior to the Effective Time vested in full, and each Option that was outstanding and unexercised which had a per share exercise price that was less than the Closing Cash Consideration was converted into the right to receive the sum of an amount in cash (without interest and subject to deduction for any required withholding as contemplated in the Merger Agreement) equal to: (A) the excess, if any, of the Closing Cash Consideration over the exercise price per share of such Option; multiplied by the number of shares underlying such Option and (B) one CVR. |