Jeffrey Calabrese - Nov 21, 2022 Form 4 Insider Report for AERIE PHARMACEUTICALS INC (AERI)

Role: Vice President of Finance
Signature: /s/ John W. LaRocca, Attorney-in-Fact for Jeffrey Calabrese
Stock symbol: AERI
Transactions as of: Nov 21, 2022
Transactions value $: -$453,021
Form type: 4
Date filed: 11/21/2022, 03:34 PM
Previous filing: Nov 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AERI	Common Stock	Disposed to Issuer	-$283K	-18.6K	-100%	$15.25	0	Nov 21, 2022	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	AERI	Stock Option (right to buy)	Disposed to Issuer	-$26.5K	-6.26K	-100%	$4.23	0	Nov 21, 2022	Common Stock	6.26K	$11.02	Direct	F2
transaction	AERI	Stock Option (right to buy)	Disposed to Issuer	-$143K	-20.8K	-100%	$6.89	0	Nov 21, 2022	Common Stock	20.8K	$8.36	Direct	F2

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

Jeffrey Calabrese is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Each of the reported shares of common stock of the Company (each a "Share" or, collectively, the "Shares"), including any Shares of restricted stock, was, at the Effective Time (defined below), cancelled and converted into the right to receive $15.25 in cash (the "Merger Consideration") without interest and subject to any applicable withholding taxes.
F2	Each stock option with a per Share exercise price that is less than the Merger Consideration was, at the Effective Time, cancelled in exchange for a cash payment equal to, for each Share underlying the stock option (without regard to vesting), the excess of the Merger Consideration over the exercise price payable per Share underlying such stock option. Any stock options with a per Share exercise price that was more than the Merger Consideration were cancelled for no consideration.

Content

Each of the reported shares of common stock of the Company (each a "Share" or, collectively, the "Shares"), including any Shares of restricted stock, was, at the Effective Time (defined below), cancelled and converted into the right to receive $15.25 in cash (the "Merger Consideration") without interest and subject to any applicable withholding taxes.

Each stock option with a per Share exercise price that is less than the Merger Consideration was, at the Effective Time, cancelled in exchange for a cash payment equal to, for each Share underlying the stock option (without regard to vesting), the excess of the Merger Consideration over the exercise price payable per Share underlying such stock option. Any stock options with a per Share exercise price that was more than the Merger Consideration were cancelled for no consideration.

Remarks:

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of August 22, 2022, by and among Aerie Pharmaceuticals, Inc. (the "Company"), Alcon Research, LLC (the "Parent"), and Lyon Merger Sub, Inc., a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on August 23, 2022, pursuant to which the Company became a wholly owned subsidiary of Parent on November 21, 2022 (the "Effective Time").