Peter Maag - Dec 12, 2023 Form 4 Insider Report for Miromatrix Medical Inc. (MIRO)

Role
Director
Signature
/s/ Steven C. Kennedy, Attorney-in-Fact
Stock symbol
MIRO
Transactions as of
Dec 12, 2023
Transactions value $
$0
Form type
4
Date filed
12/13/2023, 04:50 PM
Previous filing
Oct 4, 2023
Next filing
Jan 5, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MIRO Common Stock Disposition pursuant to a tender of shares in a change of control transaction -62.1K -51.55% 58.4K Dec 12, 2023 Direct F1, F2
transaction MIRO Common Stock Disposed to Issuer -58.4K -100% 0 Dec 13, 2023 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Peter Maag is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Shares tendered and accepted pursuant to the terms of an offer conducted pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, United Therapeutics Corporation ("Parent") and Morpheus Subsidiary Inc., dated as of October 29, 2023, for consideration consisting of (i) $3.25 per share, payable in cash, without interest and less any required withholding taxes (the "Cash Consideration"), plus (ii) one contractual, non-tradeable contingent value right per share (each, a "CVR").
F2 Each CVR entitles the reporting person to potentially receive contingent payments of up to an aggregate of $1.75 per CVR, without interest and less any required withholding taxes, upon the achievement of a specified milestone in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement"), dated as of December 12, 2023, by and between Parent and Continental Stock Transfer & Trust Company.
F3 Previously unvested restricted stock units ("RSUs"), each of which represented a contingent right to receive one share of the Issuer's common stock.
F4 In connection with the closing under the Merger Agreement, each outstanding RSU award was cancelled and exchanged for the right to receive (i) a cash payment equal to (x) the total numbers of shares subject to the RSU award multiplied by (y) the Cash Consideration and (ii) one CVR with respect to each share subject to such RSU award.