James B. Breitmeyer - 07 Mar 2022 Form 4 Insider Report for ZOGENIX, INC.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 07 Mar 2022
Net transaction value: $0
SEC form: 4
Accepted by SEC: 09 Mar 2022, 18:16:42 UTC
Prior SEC filing: 31 Jan 2022
Next SEC filing: 23 Jun 2022
Source filing: View source filing
Reporting owner signature: /s/ Michael P. Smith, Attorney-in-fact for James B. Breitmeyer

Key filing fact

James B. Breitmeyer filed Form 4 for ZOGENIX, INC. on 09 Mar 2022.

Key facts

This page summarizes James B. Breitmeyer's Form 4 filing for ZOGENIX, INC..
7 reported transactions and 6 derivative rows are listed below.
Accepted by SEC: 09 Mar 2022, 18:16.

Change

Previous filing in this sequence was filed on 31 Jan 2022.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

ZGNX transaction

Common Stock

Disposition pursuant to a tender of shares in a change of control transaction

Transaction value
Shares: -1,250
Change %: -100%
Price
Shares after: 0
Date: 07 Mar 2022
Ownership: Direct
Footnotes: F1

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

ZGNX transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -9,375
Change %: -100%
Price
Shares after: 0
Date: 07 Mar 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 9,375
Exercise price: $24.56
Footnotes: F2, F3

ZGNX transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -6,250
Change %: -100%
Price
Shares after: 0
Date: 07 Mar 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 6,250
Exercise price: $15.52
Footnotes: F2, F3

ZGNX transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -9,000
Change %: -100%
Price
Shares after: 0
Date: 07 Mar 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 9,000
Exercise price: $12.80
Footnotes: F2, F3

ZGNX transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -10,000
Change %: -100%
Price
Shares after: 0
Date: 07 Mar 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 10,000
Exercise price: $8.99
Footnotes: F2, F3

ZGNX transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -20,000
Change %: -100%
Price
Shares after: 0
Date: 07 Mar 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 20,000
Exercise price: $12.75
Footnotes: F2, F3

ZGNX transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -22,000
Change %: -100%
Price
Shares after: 0
Date: 07 Mar 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 22,000
Exercise price: $17.83
Footnotes: F2, F3

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

James B. Breitmeyer is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote F1

This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated January 18, 2022, (the "Merger Agreement"), among UCB S.A., a societe anonyme formed under the laws of Belgium ("Parent"), Zinc Merger Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent ("Purchaser") and the Issuer, pursuant to which Purchaser completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of March 7, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was canceled and converted into the right to receive $26.00 in cash (the "Cash Amount") plus a contingent value right ("CVR"), which CVR represents the right to receive a contingent payment of $2.00 which amount will become payable, if at all, if a specified milestone is achieved on or prior to December 31, 2023.

Footnote F2

Upon the terms and subject to the conditions set forth in the Merger Agreement, (a) each outstanding option to purchase Shares (each, a "Company Option") with an exercise price less than $26.00 (each, an "In the Money Option"), was canceled and converted into the right to receive an amount in cash equal to, subject to applicable tax withholding, the product of (i) the excess, if any of the Cash Amount over the exercise price per Share underlying such In the Money Option, multiplied by (ii) the total number of Shares subject to such In the Money Options and one CVR; (b) each Company Option with an exercise price equal to or greater than $26.00 but less than $28.00 (each, an "Out of the Money Option"),

Footnote F3

(Continued from Footnote 2) was canceled and converted into the right to receive, subject to the terms of the Merger Agreement, if and when (and only if and when) payments in respect of CVRs are required to be made, $28.00 in cash (less the applicable exercise price per Share subject to such Out of the Money Option); (c) each Company Option with an exercise price equal to or greater than $28.00, was canceled for no consideration.