| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FLXN | Common Stock | Disposed to Issuer | -$2.85M | -335K | -100% | $8.50 | 0 | Nov 19, 2021 | Direct | F1, F2, F3 |
| transaction | FLXN | Common Stock | Disposed to Issuer | -$3.18M | -374K | -100% | $8.50 | 0 | Nov 19, 2021 | By the Michael D.Clayman 2006 Revocable Trust | F1 |
| transaction | FLXN | Common Stock | Disposed to Issuer | -$209K | -24.6K | -100% | $8.50 | 0 | Nov 19, 2021 | By the Michael D. Clayman Irrevocable Trust | F1 |
| transaction | FLXN | Common Stock | Disposed to Issuer | -$3.3M | -389K | -100% | $8.50 | 0 | Nov 19, 2021 | By Versant Development Fund III, LLC | F1, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | FLXN | Stock Option (right to buy) | Disposed to Issuer | -137K | -100% | 0 | Nov 19, 2021 | Common Stock | 137K | $2.52 | Direct | F5 | ||
| transaction | FLXN | Stock Option (right to buy) | Disposed to Issuer | -200K | -100% | 0 | Nov 19, 2021 | Common Stock | 200K | $17.61 | Direct | F6 | ||
| transaction | FLXN | Stock Option (right to buy) | Disposed to Issuer | -110K | -100% | 0 | Nov 19, 2021 | Common Stock | 110K | $22.91 | Direct | F6 | ||
| transaction | FLXN | Stock Option (right to buy) | Disposed to Issuer | -155K | -100% | 0 | Nov 19, 2021 | Common Stock | 155K | $18.20 | Direct | F6 | ||
| transaction | FLXN | Stock Option (right to buy) | Disposed to Issuer | -175K | -100% | 0 | Nov 19, 2021 | Common Stock | 175K | $18.56 | Direct | F6 | ||
| transaction | FLXN | Stock Option (right to buy) | Disposed to Issuer | -117K | -100% | 0 | Nov 19, 2021 | Common Stock | 117K | $22.31 | Direct | F6 | ||
| transaction | FLXN | Stock Option (right to buy) | Disposed to Issuer | -290K | -100% | 0 | Nov 19, 2021 | Common Stock | 290K | $14.75 | Direct | F6 | ||
| transaction | FLXN | Stock Option (right to buy) | Disposed to Issuer | -185K | -100% | 0 | Nov 19, 2021 | Common Stock | 185K | $15.78 | Direct | F6 | ||
| transaction | FLXN | Performance Restricted Stock Unit Award | Disposed to Issuer | -106K | -100% | 0 | Nov 19, 2021 | Common Stock | 106K | Direct | F7 |
Michael D. Clayman 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 October 11, 2021, by and among Flexion Therapeutics, Inc. ("Issuer"), Pacira BioSciences, Inc. and Oyster Acquisition Company Inc. ("Purchaser") ("Merger Agreement"), on November 19, 2021, Purchaser merged with and into Issuer, with Issuer continuing as the surviving corporation ("Merger"). At the effective time of the Merger, each share of Issuer's common stock was cancelled in exchange for (i) $8.50 per share in cash ("Cash Amount"), plus (ii) one non-transferable contractual contingent value right per share, which represent the right to receive one or more contingent payments of up to $8.00 per share in the aggregate, in cash, upon the achievement of specified milestones on or prior to December 31, 2030 ("CVR Payments"). Pursuant to the Merger Agreement, these shares were tendered and disposed of at the offer acceptance time in exchange for the right to receive (i) the Cash Amount, plus (ii) any CVR Payments. |
| F2 | Includes 517 shares of Issuer common stock acquired under the Issuer's 2013 Employee Stock Purchase Plan on November 17, 2021. |
| F3 | At the effective time of the Merger, each outstanding restricted stock unit award ("RSU") was accelerated and became fully vested and was cancelled and converted into the right to receive (i) $8.50 per share of Issuer common stock issuable in settlement of such RSU in cash, net of any withholding taxes required to be deducted and withheld by applicable law, plus (ii) any potential CVR Payments. |
| F4 | Shares held by Versant Development Fund III, LLC. The Reporting Person is a manager and minority member of Versant Development Fund III, LLC. The Reporting Person disclaims any beneficial ownership of the shares held by Versant Development Fund III, LLC except to the extent of his pecuniary interest in these shares. |
| F5 | At the effective time of the Merger, each outstanding option with an exercise price less than $8.50 per share was accelerated and became fully vested and exercisable and was cancelled and converted into the right to receive (i) cash in an amount equal to the product of (a) the total number of shares of Issuer common stock subject to such option multiplied by (b) the excess of (x) $8.50 per share over (y) the exercise price payable per share of Issuer common stock under such option, and (ii) any potential CVR Payments, net of any withholding taxes required to be deducted and withheld by applicable legal requirements. |
| F6 | At the effective time of the Merger, each outstanding option with an exercise price equal to, or greater than, $9.12 was cancelled without any consideration payable (whether in the form of cash or any potential CVR Payments) in respect of such cancelled option. |
| F7 | At the effective time of the Merger, each outstanding restricted stock unit award conditioned on performance metrics ("PSU") was accelerated (assuming achievement at 100% of the applicable target levels) and became fully vested and cancelled and converted into the right to receive (i) $8.50 per share of Issuer common stock issuable in settlement of such PSU in cash, net of any withholding taxes required to be deducted and withheld by applicable law, plus (ii) any potential CVR Payments. |