| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PRDS | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -5.33M | -100% | 0 | Aug 31, 2023 | Direct | F1, F2 | ||
| transaction | PRDS | Common Stock | Disposition pursuant to a tender of shares in a change of control transaction | -352K | -100% | 0 | Aug 31, 2023 | See footnote | F1, F2, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | PRDS | Stock Option (Right to Buy) | Disposed to Issuer | -37.5K | -100% | 0 | Aug 31, 2023 | Common Stock | 37.5K | $1.87 | Direct | F4 | ||
| transaction | PRDS | Stock Option (Right to Buy) | Disposed to Issuer | -421K | -100% | 0 | Aug 31, 2023 | Common Stock | 421K | $11.32 | Direct | F5 |
Uri A. Lopatin is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger entered into by and among the Issuer, MediPacific, Inc. (Parent) and MediPacific Sub, Inc., a wholly-owned subsidiary of Parent (Purchaser), dated as of July 16, 2023 (Merger Agreement), pursuant to which the Purchaser completed a tender offer for the shares of common stock of the Issuer and thereafter merged with and into the Issuer effective as of August 31, 2023 (Effective Time). |
| F2 | Pursuant to the terms of the Merger Agreement and Purchaser's offer to purchase, the shares of common stock were tendered to Purchaser in consideration for a per share price of (i) $2.13 in cash, net of applicable taxes and without interest, and (ii) one non-transferable contractual contingent value right. |
| F3 | The Reporting Person and his spouse are co-trustees of the Lopatin Descendants' Trust (Trust). The Reporting Person disclaims Section 16 beneficial ownership of the securities held by the Trust, except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed to be an admission that he has beneficial ownership of such shares for Section 16 or any other purpose. |
| F4 | On July 16, 2023, the Issuer's Board of Directors vested in full each option to purchase shares granted under an Issuer equity plan (each, a Company Stock Option) that was outstanding and unvested as of that date. As of the Effective Time, each in-the-money Company Stock Option that was outstanding immediately prior to the Effective Time was cancelled, and, in exchange therefor, the holder of such cancelled in-the-money Company Stock Option was entitled to receive, in consideration of the cancellation of such Company Stock Option, (i) an amount in cash (less applicable tax withholdings and without interest) equal to the product of (x) the total number of shares subject to such Company Stock Option immediately prior to the Effective Time multiplied by (y) the excess of $2.13 over the applicable exercise price per share under such Company Stock Option and (ii) one contingent value right for each share subject thereto. |
| F5 | On July 16, 2023, the Issuer's Board of Directors vested in full each unvested Company Stock Option. Pursuant to the Merger Agreement, each Company Stock Option that was not in the money as of the Effective Time was cancelled for no consideration at the Effective Time. |