Walter V. Klemp - Dec 16, 2021 Form 4 Insider Report for Soliton, Inc. (SOLY)

Role
Executive Chairman, Director
Signature
/s/ Walter V. Klemp
Stock symbol
SOLY
Transactions as of
Dec 16, 2021
Transactions value $
-$9,605,000
Form type
4
Date filed
12/17/2021, 04:09 PM
Previous filing
Jul 12, 2021
Next filing
Jun 21, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SOLY Common Stock Disposed to Issuer -$9.61M -425K -100% $22.60 0 Dec 16, 2021 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 SOLY Stock option (right to buy) Disposed to Issuer -725K -100% 0 Dec 16, 2021 Common Stock 725K $1.75 Direct F2
transaction SOLY Stock option (right to buy) Disposed to Issuer -84.5K -100% 0 Dec 16, 2021 Common Stock 84.5K $1.75 Direct F2
transaction SOLY Stock option (right to buy) Disposed to Issuer -35.2K -100% 0 Dec 16, 2021 Common Stock 35.2K $14.62 Direct F2
transaction SOLY Stock option (right to buy) Disposed to Issuer -89.3K -100% 0 Dec 16, 2021 Common Stock 89.3K $11.71 Direct F2
transaction SOLY Stock option (right to buy) Disposed to Issuer -113K -100% 0 Dec 16, 2021 Common Stock 113K $9.74 Direct F2
transaction SOLY Warrant (right to buy) Disposed to Issuer -11.5K -100% 0 Dec 16, 2021 Common Stock 11.5K $1.75 Direct F3
transaction SOLY Warrant (right to buy) Disposed to Issuer -8.63K -100% 0 Dec 16, 2021 Common Stock 8.63K $1.75 Direct F3
transaction SOLY Warrant (right to buy) Disposed to Issuer -7.77K -100% 0 Dec 16, 2021 Common Stock 7.77K $1.75 Direct F3
* 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"), at the effective time of the merger of Merger Sub with and into the Company (the "Merger"), these shares of Company common stock were converted into the right to receive $22.60 in cash (the "Merger Consideration"), without interest.
F2 Pursuant to the Merger Agreement, immediately prior to the effective time of 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 the Merger Consideration minus the exercise price that would be due in cash upon exercise of such option.
F3 Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised warrant, 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 excess of (i) the number of shares of common stock subject to the warrant, multiplied by the Merger Consideration over (ii) the number of shares of common stock subject to the warrant, multiplied by the per share exercise price of such warrant.