| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | AUGX | Common Stock | Disposed to Issuer | $97.4K | +41.5K | $2.35 | 0 | Oct 2, 2024 | Direct | F1, F2, F3, F4 |
Robert C. Faulkner is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On October 2, 2024, the Issuer completed its previously announced merger transaction with Commure, Inc. ("Parent") and Anderson Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"). Under the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). On the effective date and time of the Merger, all of the outstanding shares of the Issuer's Common Stock, the outstanding restricted stock units that were vested at the effective time of the Merger, the outstanding and unexercised warrants to purchase shares of the Issuer's Common Stock that provided for their deemed exercise as a result of the Merger, and the outstanding and unexercised options to purchase the Issuer's Common Stock or stock appreciation rights that were vested at the effective time of the Merger, |
| F2 | (cont'd) in each case immediately prior to the effective time of the Merger, including the Common Stock issued to Mr. Faulkner for his services as a member of the Issuer's Board of Directors, were cancelled and converted into the right to receive cash based on a purchase price of $2.35 per share in accordance with the Merger Agreement. |
| F3 | The securities were granted to Mr. Faulkner in connection with his service as a member of the Board of Directors of the Issuer. Mr. Faulkner, a managing director of Redmile Group, LLC ("Redmile"), was elected to the board of the Issuer as a representative of Redmile and its affiliates. Pursuant to the policies of Redmile, Mr. Faulkner holds these securities as a nominee on behalf, and for the sole benefit, of Redmile and has assigned all economic, pecuniary and voting rights in respect of the securities to Redmile. Mr. Faulkner disclaims beneficial ownership of the securities, and the filing of this Form 4 shall not be deemed an admission that Mr. Faulkner is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| F4 | The securities may also be deemed beneficially owned by Jeremy Green as the principal of Redmile. Redmile and Mr. Green disclaim beneficial ownership of the securities except to the extent of their pecuniary interest therein, if any, and this Form 4 shall not be deemed an admission that Redmile or Mr. Green is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
Mr. Faulkner was elected to the Board of Directors of the Issuer as a representative of Redmile and its affiliates. As a result, Redmile and Mr. Green are directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. As of the Merger Date, Mr. Faulkner resigned from the Issuer's Board of Directors in connection with the Merger.