David D. O'Toole - Mar 2, 2023 Form 4 Insider Report for OPIANT PHARMACEUTICALS, INC. (OPNT)

Role
Chief Financial Officer
Signature
/s/ David D. O'Toole
Stock symbol
OPNT
Transactions as of
Mar 2, 2023
Transactions value $
-$724,960
Form type
4
Date filed
3/3/2023, 07:57 AM
Previous filing
Jan 31, 2023
Next filing
Jun 16, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OPNT Common Stock Disposed to Issuer -$450K -22.5K -65.73% $20.00 11.7K Mar 2, 2023 Direct F1
transaction OPNT Common Stock Disposed to Issuer -$235K -11.7K -100% $20.00 0 Mar 2, 2023 Direct F2
transaction OPNT Common Stock Award $0 +2K $0.00 2K Mar 2, 2023 Direct F3
transaction OPNT Common Stock Disposed to Issuer -$40K -2K -100% $20.00 0 Mar 2, 2023 Direct F4

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 OPNT Stock Option (right to buy) Disposed to Issuer $0 -33K -100% $0.00* 0 Mar 2, 2023 Common Stock 33K $13.61 Direct F5
transaction OPNT Common Stock Disposed to Issuer $0 -8.25K -100% $0.00* 0 Mar 2, 2023 Common Stock 8.25K $13.60 Direct F5
transaction OPNT Stock Option (right to buy) Disposed to Issuer $0 -10.8K -100% $0.00* 0 Mar 2, 2023 Common Stock 10.8K $12.15 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

David D. O'Toole is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Indivior Inc., and Olive Acquisition Subsidiary, Inc., dated as of November 13, 2022 (the "Merger Agreement"), in exchange for a cash payment of $20.00 per share without interest thereon (the "Merger Consideration").
F2 Disposed of pursuant to the Merger Agreement, in exchange for the Merger Consideration. The number of shares disposed of reflects 11,736 shares of Common Stock upon the acceleration of vesting of restricted stock units in accordance with the Merger Agreement.
F3 2,000 shares are represented by performance stock units ("PSUs"), the vesting of which accelerated in accordance with the Merger Agreement. Each PSU represents the Reporting Person's right to receive one share of Common Stock of Issuer.
F4 Disposed of pursuant the Merger Agreement, in exchange for the Merger Consideration. The number of shares disposed of reflects 2,000 shares of Common Stock upon the acceleration of vesting of performance stock units in accordance with the Merger Agreement.
F5 The option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares.