Bradley Hauser - Dec 16, 2021 Form 4 Insider Report for Soliton, Inc. (SOLY)

Role: CEO and President, Director
Signature: /s/ Bradley Hauser
Stock symbol: SOLY
Transactions as of: Dec 16, 2021
Transactions value $: $0
Form type: 4
Date filed: 12/17/2021, 04:08 PM
Next filing: Apr 19, 2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Shares	Change %	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer	-30K	-100%	Dec 16, 2021	Common Stock	30K	$1.75	Direct	F1
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer	-15K	-100%	Dec 16, 2021	Common Stock	15K	$14.62	Direct	F1
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer	-15K	-100%	Dec 16, 2021	Common Stock	15K	$12.94	Direct	F1
transaction	SOLY	Stock option (right to buy)	Disposed to Issuer	-350K	-100%	Dec 16, 2021	Common Stock	350K	$7.16	Direct	F1
transaction	SOLY	Restricted Stock Units	Disposed to Issuer	-200K	-100%	Dec 16, 2021	Common Stock	200K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated as of May 8, 2021 (the "Merger Agreement"), by and among Soliton, Inc. (the "Company"), AbbVie Inc. ("AbbVie") and Scout Merger Sub, Inc., a wholly owned subsidiary of AbbVie ("Merger Sub"), immediately prior to the effective time of the merger of Merger Sub with and into the Company (the "Merger"), each outstanding and unexercised option, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to $22.60 (the "Merger Consideration") minus the exercise price that would be due in cash upon exercise of such option.
F2	Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding restricted stock unit, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to the Merger Consideration.

Content

Pursuant to the Agreement and Plan of Merger, dated as of May 8, 2021 (the "Merger Agreement"), by and among Soliton, Inc. (the "Company"), AbbVie Inc. ("AbbVie") and Scout Merger Sub, Inc., a wholly owned subsidiary of AbbVie ("Merger Sub"), immediately prior to the effective time of the merger of Merger Sub with and into the Company (the "Merger"), each outstanding and unexercised option, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to $22.60 (the "Merger Consideration") minus the exercise price that would be due in cash upon exercise of such option.

Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding restricted stock unit, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to the Merger Consideration.