Elisabeth Sandoval - May 13, 2022 Form 4 Insider Report for Intersect ENT, Inc. (XENT)

Role: Director
Signature: /s/ Patrick A. Broderick, as Attorney-in-Fact for Elisabeth Sandoval-Little
Stock symbol: XENT
Transactions as of: May 13, 2022
Transactions value $: -$449,062
Form type: 4
Date filed: 5/16/2022, 06:39 PM
Previous filing: Oct 25, 2021
Next filing: Jun 7, 2022

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	XENT	Stock Options (Right to buy)	Disposition pursuant to a tender of shares in a change of control transaction	-$449K	-15.9K	-100%	$28.25	0	May 13, 2022	Common Stock	15.9K	$20.98	Direct	F1

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

Explanation of Responses:

Id	Content
F1	Pursuant to the Merger Agreement, at the Effective Time, each option granted by the Issuer to purchase Issuer Common Stock other than options subject to performance-based vesting conditions (each, an 'Issuer Option') that was outstanding and unexercised as of immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Issuer Common Stock subject to such Issuer Option and (2) the excess, if any, of the Common Stock Merger Consideration over the exercise price of such Issuer Option, subject to any required withholding of taxes.

Content

Pursuant to the Merger Agreement, at the Effective Time, each option granted by the Issuer to purchase Issuer Common Stock other than options subject to performance-based vesting conditions (each, an 'Issuer Option') that was outstanding and unexercised as of immediately prior to the Effective Time was cancelled and automatically converted into the right to receive an amount in cash equal to the product of (1) the aggregate number of Issuer Common Stock subject to such Issuer Option and (2) the excess, if any, of the Common Stock Merger Consideration over the exercise price of such Issuer Option, subject to any required withholding of taxes.