Christopher Capelli - 16 Dec 2021 Form 4 Insider Report for Soliton, Inc.

Reporting relationship: CSO and Vice Chairman, Director
Issuer ticker: N/A
Reported as of: 16 Dec 2021
Net transaction value: -$9,908,744
SEC form: 4
Accepted by SEC: 17 Dec 2021, 16:07:14 UTC
Next SEC filing: 26 Jan 2024
Source filing: View source filing
Reporting owner signature: /s/ Christopher Capelli

Key filing fact

Christopher Capelli filed Form 4 for Soliton, Inc. on 17 Dec 2021.

Key facts

This page summarizes Christopher Capelli's Form 4 filing for Soliton, Inc..
10 reported transactions and 8 derivative rows are listed below.
Accepted by SEC: 17 Dec 2021, 16:07.

Change

No earlier filing in this sequence is available for direct comparison.
Current net transaction value: -$9,908,744.

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.

SOLY transaction

Common Stock

Disposed to Issuer

Transaction value: $5,953,744
Shares: -263,440
Change %: -100%
Price: $22.60
Shares after: 0
Date: 16 Dec 2021
Ownership: Direct
Footnotes: F1

SOLY transaction

Common Stock

Disposed to Issuer

Transaction value: $3,955,000
Shares: -175,000
Change %: -100%
Price: $22.60
Shares after: 0
Date: 16 Dec 2021
Ownership: See Footnote
Footnotes: F1, F2

Reported derivative securities

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

SOLY transaction Derivative

Stock option (right to buy)

Disposed to Issuer

Transaction value
Shares: -725,000
Change %: -100%
Price
Shares after: 0
Date: 16 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 725,000
Exercise price: $1.75
Footnotes: F3

SOLY transaction Derivative

Stock option (right to buy)

Disposed to Issuer

Transaction value
Shares: -108,500
Change %: -100%
Price
Shares after: 0
Date: 16 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 108,500
Exercise price: $1.75
Footnotes: F3

SOLY transaction Derivative

Stock option (right to buy)

Disposed to Issuer

Transaction value
Shares: -35,150
Change %: -100%
Price
Shares after: 0
Date: 16 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 35,150
Exercise price: $14.62
Footnotes: F3

SOLY transaction Derivative

Stock option (right to buy)

Disposed to Issuer

Transaction value
Shares: -89,300
Change %: -100%
Price
Shares after: 0
Date: 16 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 89,300
Exercise price: $11.71
Footnotes: F3

SOLY transaction Derivative

Stock option (right to buy)

Disposed to Issuer

Transaction value
Shares: -113,000
Change %: -100%
Price
Shares after: 0
Date: 16 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 113,000
Exercise price: $9.74
Footnotes: F3

SOLY transaction Derivative

Warrant (right to buy)

Disposed to Issuer

Transaction value
Shares: -11,512
Change %: -100%
Price
Shares after: 0
Date: 16 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 11,512
Exercise price: $1.75
Footnotes: F4

SOLY transaction Derivative

Warrant (right to buy)

Disposed to Issuer

Transaction value
Shares: -8,634
Change %: -100%
Price
Shares after: 0
Date: 16 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 8,634
Exercise price: $1.75
Footnotes: F4

SOLY transaction Derivative

Warrant (right to buy)

Disposed to Issuer

Transaction value
Shares: -7,771
Change %: -100%
Price
Shares after: 0
Date: 16 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 7,771
Exercise price: $1.75
Footnotes: F4

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

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote 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.

Footnote F2

Represents 175,000 shares of common stock held by M.D. Anderson Cancer Center ("MD Anderson") that were issued pursuant to a license agreement between Soliton, Inc. (the "Company") and MD Anderson. As the inventor of the intellectual property licensed from MD Anderson, Dr. Capelli is entitled to 50% of the proceeds (after the recoupment of any costs associated therewith) from the sale by MD Anderson of the shares issued to MD Anderson in connection with the license agreement.

Footnote F3

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.

Footnote F4

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.