| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OYST | Common Stock | Tax liability | -$30.5K | -2.61K | -1.72% | $11.70 | 149K | Jan 29, 2022 | Direct | F1, F2 |
| transaction | OYST | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -101K | -67.74% | 48K | Jan 3, 2023 | Direct | F3, F4 | ||
| transaction | OYST | Common Stock | Disposed to Issuer | -48K | -100% | 0 | Jan 3, 2023 | Direct | F5 | ||
| transaction | OYST | Common Stock | Disposed to Issuer | -1K | -100% | 0 | Jan 3, 2023 | By Spouse | F3, F4 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | OYST | Performance Stock Units | Disposed to Issuer | -350K | -100% | 0 | Jan 3, 2023 | Common Stock | 350K | Direct | F6, F7 | |||
| transaction | OYST | Stock Option (Right to Buy) | Disposed to Issuer | -11K | -100% | 0 | Jan 3, 2023 | Common Stock | 11K | $0.20 | Direct | F8, F9, F10 | ||
| transaction | OYST | Stock Option (Right to Buy) | Disposed to Issuer | -435K | -100% | 0 | Jan 3, 2023 | Common Stock | 435K | $1.02 | Direct | F8, F9, F10 | ||
| transaction | OYST | Stock Option (Right to Buy) | Disposed to Issuer | -387K | -100% | 0 | Jan 3, 2023 | Common Stock | 387K | $5.33 | Direct | F8, F9, F10 | ||
| transaction | OYST | Stock Option (Right to Buy) | Disposed to Issuer | -212K | -100% | 0 | Jan 3, 2023 | Common Stock | 212K | $32.65 | Direct | F8, F9, F10 | ||
| transaction | OYST | Stock Option (Right to Buy) | Disposed to Issuer | -117K | -100% | 0 | Jan 3, 2023 | Common Stock | 117K | $18.77 | Direct | F8, F9, F10 | ||
| transaction | OYST | Stock Option (Right to Buy) | Disposed to Issuer | -210K | -100% | 0 | Jan 3, 2023 | Common Stock | 210K | $16.00 | Direct | F8, F9, F10 |
Jeffrey Nau is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | The transaction reported represents the withholding of shares by the Issuer on January 29, 2022 to satisfy the Reporting Person's tax withholding obligations in connection with the non-reportable vesting and settlement of restricted stock units. This transaction is being reported late due to an inadvertent administrative error. |
| F2 | Includes an aggregate of 2,660 shares of common stock acquired under the Issuer's Employee Stock Purchase Plan in transactions that were exempt under both Rule 16b-3(d) and Rule 16b-3(c). |
| F3 | Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 7, 2022, among the Issuer, Iris Purchaser Inc. ("Purchaser"), a wholly owned subsidiary of Viatris, Inc. ("Viatris"), and Viatris, Purchaser commenced a tender offer (the "Offer") to purchase all the outstanding common stock of the Issuer for the Per Share Price (as defined below). On January 3, 2023, the Offer was consummated, after which Purchaser merged with and into the Issuer with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Viatris (the "Merger"). At the consummation of the Offer and the Merger, respectively, (i) Purchaser purchased all shares of Issuer's common stock that were validly tendered pursuant to the Offer for a cash payment equal to the Per Share Price and (ii) each share of the Issuer's common stock that was issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time")(continued in Footnote 4) |
| F4 | (other than shares that were held (a) by the Issuer (including any treasury shares) or by Viatris or Purchaser or any other direct or indirect wholly owned subsidiary of Viatris or (b) by stockholders of the Issuer who had properly exercised and perfected, and not withdrawn or otherwise lost, their appraisal rights under the Delaware General Corporate Law) was cancelled and converted into the right to receive (a) a cash payment of $11.00 per share (the "Cash Amount") and (b) one non-transferable contractual contingent value right representing the right to receive any applicable milestone payment if specified milestones are achieved (the "Milestone Payment" and together with the Cash Amount, the "Per Share Price") pursuant to a Contingent Value Rights Agreement, dated January 3, 2023, by and between Viatris and American Stock Transfer & Trust Company, LLC as Rights Agent. |
| F5 | This line item represents unvested restricted stock units with respect to the Issuer's common stock ("RSUs") held by the Reporting Person. Pursuant to the Merger Agreement, at the Effective Time, each outstanding and unvested RSU or portion thereof was converted into a restricted stock unit with respect to Viatris common stock (rounded down to the nearest whole share) determined by multiplying the total number of shares deliverable under such RSUs as of immediately prior to the Effective Time and the Equity Award Exchange Ratio (as defined in the Merger Agreement), subject to substantially the same terms and conditions, including vesting conditions, as were applicable to such RSUs immediately prior to the Effective Time. |
| F6 | This line item represents performance stock units ("PSUs") held by the Reporting Person. Each PSU represents a contingent right to receive one share of common stock of the Issuer. |
| F7 | Pursuant to the Merger Agreement, at the Effective Time, each outstanding and unvested PSU was converted into a time-based vesting restricted stock unit with respect to Viatris common stock (rounded down to the nearest whole share) determined by multiplying the target number of shares deliverable under such PSUs as of immediately prior to the Effective Time and the Equity Award Exchange Ratio (as defined in the Merger Agreement), subject to substantially the same terms and conditions, including vesting conditions, as were applicable to such PSUs immediately prior to the Effective Time. |
| F8 | This line item represents stock options held by the Reporting Person. Pursuant to the Merger Agreement, at the Effective Time, each outstanding vested stock option with an exercise price less than $13.00 was canceled and converted into the right to receive an amount in cash, equal to the excess, if any, of the Per Share Price over the exercise price applicable to such stock option, less applicable tax withholdings. |
| F9 | In addition, pursuant to the Merger Agreement, at the Effective Time, each outstanding, unvested and unexercised stock option with an exercise price less than $13.00 will be converted into an option to purchase a number of shares of Viatris common stock (rounded down to the nearest whole share) determined by multiplying the number of shares deliverable under such stock option as of immediately prior to the Effective Time and the Equity Award Exchange Ratio (as defined in the Merger Agreement), and with an exercise price per share that is equal to the quotient (rounded up to the nearest cent) of the exercise price per share of such stock option as of immediately prior to the Effective Time divided by the Equity Award Exchange Ratio, subject to substantially the same terms and conditions, including vesting conditions, as were applicable to such stock option immediately prior to the Effective Time. |
| F10 | Each vested and unvested stock option that has an exercise price per share that is equal to or greater than the Per Share Price will be canceled for no consideration. |