Richard S. Eiswirth Jr - Sep 16, 2024 Form 4 Insider Report for ALIMERA SCIENCES INC (ALIM)

Role
President and CEO
Signature
/s/ Richard S. Eiswirth Jr.
Stock symbol
ALIM
Transactions as of
Sep 16, 2024
Transactions value $
$0
Form type
4
Date filed
9/18/2024, 09:53 PM
Previous filing
Mar 13, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction ALIM Common Stock Disposed to Issuer -324K -100% 0 Sep 16, 2024 Direct F1

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 ALIM Restricted Stock Units Disposed to Issuer -14.7K -100% 0 Sep 16, 2024 Common Stock 14.7K Direct F2
transaction ALIM Employee Stock Option (Right to Buy) Disposed to Issuer -400K -100% 0 Sep 16, 2024 Common Stock 400K $2.99 Direct F3
transaction ALIM Employee Stock Option (Right to Buy) Disposed to Issuer -75K -100% 0 Sep 16, 2024 Common Stock 75K $4.96 Direct F3
transaction ALIM Employee Stock Option (Right to Buy) Disposed to Issuer -52.5K -100% 0 Sep 16, 2024 Common Stock 52.5K $5.01 Direct F3
transaction ALIM Employee Stock Option (Right to Buy) Disposed to Issuer -53.5K -100% 0 Sep 16, 2024 Common Stock 53.5K $6.75 Direct F3
transaction ALIM Employee Stock Option (Right to Buy) Disposed to Issuer -500K -100% 0 Sep 16, 2024 Common Stock 500K $0.86 Direct F3
transaction ALIM Employee Stock Option (Right to Buy) Disposed to Issuer -300K -100% 0 Sep 16, 2024 Common Stock 300K $1.16 Direct F3
transaction ALIM Employee Stock Option (Right to Buy) Disposed to Issuer -325K -100% 0 Sep 16, 2024 Common Stock 325K $1.18 Direct F3
transaction ALIM Employee Stock Option (Right to Buy) Disposed to Issuer -51.5K -100% 0 Sep 16, 2024 Common Stock 51.5K $1.33 Direct F3
transaction ALIM Employee Stock Option (Right to Buy) Disposed to Issuer -275K -100% 0 Sep 16, 2024 Common Stock 275K $2.47 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Richard S. Eiswirth Jr 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, 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, 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.