Peter J. Pizzo III - 16 Sep 2024 Form 4 Insider Report for ALIMERA SCIENCES INC

Role: Director
Signature: /s/ Peter J. Pizzo III
Issuer symbol: N/A
Transactions as of: 16 Sep 2024
Net transactions value: $0
Form type: 4
Filing time: 18 Sep 2024, 21:53:16 UTC
Previous filing: 04 Oct 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ALIM	Common Stock	Disposed to Issuer		-500	-100%		0	16 Sep 2024	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ALIM	Stock Option (Right to Buy)	Disposed to Issuer	-50,000	-100%	16 Sep 2024	Common Stock	50,000	$2.99	Direct	F2
transaction	ALIM	Stock Option (Right to Buy)	Disposed to Issuer	-6,000	-100%	16 Sep 2024	Common Stock	6,000	$2.72	Direct	F2
transaction	ALIM	Stock Option (Right to Buy)	Disposed to Issuer	-6,000	-100%	16 Sep 2024	Common Stock	6,000	$4.05	Direct	F2
transaction	ALIM	Stock Option (Right to Buy)	Disposed to Issuer	-3,333	-100%	16 Sep 2024	Common Stock	3,333	$6.70	Direct	F2
transaction	ALIM	Stock Option (Right to Buy)	Disposed to Issuer	-50,000	-100%	16 Sep 2024	Common Stock	50,000	$0.9200	Direct	F2
transaction	ALIM	Stock Option (Right to Buy)	Disposed to Issuer	-40,000	-100%	16 Sep 2024	Common Stock	40,000	$0.8600	Direct	F2
transaction	ALIM	Stock Option (Right to Buy)	Disposed to Issuer	-40,000	-100%	16 Sep 2024	Common Stock	40,000	$1.37	Direct	F2
transaction	ALIM	Stock Option (Right to Buy)	Disposed to Issuer	-20,000	-100%	16 Sep 2024	Common Stock	20,000	$1.49	Direct	F2
transaction	ALIM	Stock Option (Right to Buy)	Disposed to Issuer	-20,000	-100%	16 Sep 2024	Common Stock	20,000	$5.00	Direct	F2

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

Peter J. Pizzo III 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 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, 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.

Content

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").

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.