Michael Sinclair - Mar 2, 2023 Form 4 Insider Report for OPIANT PHARMACEUTICALS, INC. (OPNT)

Role
Director, 10%+ Owner
Signature
/s/ Michael Sinclair
Stock symbol
OPNT
Transactions as of
Mar 2, 2023
Transactions value $
-$1,803,400
Form type
4
Date filed
3/3/2023, 08:10 AM
Previous filing
Jun 15, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction OPNT Common Stock Disposed to Issuer -$549K -27.5K -100% $20.00 0 Mar 2, 2023 Footnote F1, F2
transaction OPNT Common Stock, par value $0.001 per share Disposed to Issuer -$454K -22.7K -100% $20.00 0 Mar 2, 2023 Direct F1
transaction OPNT Common Stock, par value $0.001 per share Disposed to Issuer -$800K -40K -100% $20.00 0 Mar 2, 2023 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 OPNT Options Disposed to Issuer $0 -100K -100% $0.00* 0 Mar 2, 2023 Common Stock, par value $0.001 per share 100K $8.00 Direct F3
transaction OPNT Options Disposed to Issuer $0 -250K -100% $0.00* 0 Mar 2, 2023 Common Stock, par value $0.001 per share 250K $7.25 Direct F3
transaction OPNT Options Disposed to Issuer $0 -75K -100% $0.00* 0 Mar 2, 2023 Common Stock, par value $0.001 per share 75K $6.00 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael Sinclair 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 27,450 shares held in certificate form indirectly by (i) Proton Therapy USA, a entity owned jointly by Dr. Sinclair and his son (5,000 shares); (ii) one pension fund (10,000 shares); (iii) a second pension fund (2,000 shares); (iv) Clearsearch Ltd., an entity who holds the shares for the benefit of Dr. Sinclair (2,650 shares); and (v) Eastkings Pension Fund, an entity which holds the shares for the benefit of Dr. Sinclair's wife (7,800 shares).
F3 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.