Remeditex Ventures LLC - Dec 16, 2021 Form 4 Insider Report for Soliton, Inc. (SOLY)

Role
10%+ Owner
Signature
/s/ Brett Ringle
Stock symbol
SOLY
Transactions as of
Dec 16, 2021
Transactions value $
-$208,242,660
Form type
4
Date filed
12/17/2021, 04:09 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SOLY Common Stock Disposed to Issuer -$208M -9.21M -100% $22.60 0 Dec 16, 2021 Direct F1, F2

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 Warrant (right to buy) Disposed to Issuer -250K -100% 0 Dec 16, 2021 Common Stock 250K $16.00 Direct F2, F3
transaction SOLY Warrant (right to buy) Disposed to Issuer -171K -100% 0 Dec 16, 2021 Common Stock 171K $12.88 Direct F2, 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 Remeditex Ventures LLC is the record and beneficial owner of the shares of common stock and the warrant to purchase common stock subject to this Form 4 and shares voting and dispositive power over such securities with Malachite Trust, the majority owner of Remeditex Ventures LLC and Lyda Hill. Ms. Hill is the Trustee of the Malachite Trust. By reason of such relationships, Ms. Hill, the Malachite Trust and Remeditex Ventures LLC may be deemed to share voting and dispositive power over the securities owned directly by Remeditex Ventures LLC. Remeditex Ventures LLC, the Malachite Trust and Lyda Hill each disclaims beneficial ownership of the reported securities except to the extent of its or her pecuniary interest therein.
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.