| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | NASD | Common Stock, $0.01 par value | Disposed to Issuer | $0 | -3.26K | -100% | $0.00* | 0 | Dec 22, 2022 | Direct | F1, F2, F3 |
| transaction | NASD | Common Stock, $0.01 par value | Disposed to Issuer | $0 | -11.3K | -100% | $0.00* | 0 | Dec 22, 2022 | Direct | F1 |
Dorothy Puhy is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Disposed in connection with transactions contemplated by the Agreement and Plan of Merger, dated as of October 31, 2022 (the "Merger Agreement"), by and among the Issuer, Johnson & Johnson ("Parent") and Athos Merger Sub, Inc. ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent. As a result of the Merger, each outstanding share of common stock, par value $0.01 per share, of the Issuer (the "Issuer Share") was automatically converted into the right to receive (i) an amount in cash equal to $380.00 (the "Cash Amount"), plus (ii) one non-tradeable contingent value right (the "CVR"), representing the right to receive contingent payments of up to $35.00 per Issuer Share, payable upon the achievement of certain specified milestones set out in the Contingent Value Rights Agreement. |
| F2 | Pursuant to the Merger Agreement, each award of restricted stock units, excluding any award of restricted stock units with vesting subject to performance-based conditions ("Company RSU Award"), outstanding as of immediately prior to the effective time of the Merger (the "Effective Time") was canceled and converted into the right to receive (i) an amount in cash, without interest, equal to the product of (A) the aggregate number of Issuer Shares underlying such Company RSU Award and (B) the Cash Amount and (ii) one CVR per Issuer Share underlying such Company RSU Award immediately prior to the Effective Time. |
| F3 | Reflects the correction of an immaterial error in the balance reported in the reporting person's Form 4 filed on August 12, 2022. |