Alessandra Daigneault - 19 Aug 2021 Form 4 Insider Report for NRX Pharmaceuticals, Inc. (NRXP)

Reporting relationship: General Counsel & Secretary
Issuer ticker: NRXP
Reported as of: 19 Aug 2021
Net transaction value: -$545,165
SEC form: 4
Accepted by SEC: 02 Nov 2021, 16:05:45 UTC
Prior SEC filing: 10 Jun 2021
Source filing: View source filing
Reporting owner signature: /s/ Alessandra Daigneault

Key filing fact

Alessandra Daigneault filed Form 4 for NRX Pharmaceuticals, Inc. (NRXP) on 02 Nov 2021.

Key facts

This page summarizes Alessandra Daigneault's Form 4 filing for NRX Pharmaceuticals, Inc. (NRXP).
10 reported transactions and 6 derivative rows are listed below.
Accepted by SEC: 02 Nov 2021, 16:05.

Change

Previous filing in this sequence was filed on 10 Jun 2021.
Current net transaction value: -$545,165.

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.

NRXP transaction

Common Stock

Options Exercise

Transaction value: $84,103
Shares: +27,395
Change %: +433%
Price: $3.07^*
Shares after: 33,715
Date: 19 Aug 2021
Ownership: Direct
Footnotes: F1

NRXP transaction

Common Stock

Sale

Transaction value: $442,004
Shares: -33,715
Change %: -100%
Price: $13.11^*
Shares after: 0
Date: 23 Aug 2021
Ownership: Direct

NRXP transaction

Common Stock

Options Exercise

Transaction value: $56,549
Shares: +18,420
Change %
Price: $3.07^*
Shares after: 18,420
Date: 02 Sep 2021
Ownership: Direct
Footnotes: F2

NRXP transaction

Common Stock

Options Exercise

Transaction value: $40,413
Shares: +13,164
Change %: +71%
Price: $3.07^*
Shares after: 31,584
Date: 02 Sep 2021
Ownership: Direct
Footnotes: F3

Reported derivative securities

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

NRXP transaction Derivative

Employee Stock Option (Right to buy)

Conversion of derivative security

Transaction value: $132,010
Shares: -43,000
Change %: -30%
Price: $3.07^*
Shares after: 100,840
Date: 19 Aug 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 43,000
Exercise price: $3.07
Footnotes: F4

NRXP transaction Derivative

Restricted Stock Units

Award

Transaction value: $0
Shares: +15,605
Change %
Price: $0.000000
Shares after: 15,605
Date: 19 Aug 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 15,605
Exercise price
Footnotes: F1

NRXP transaction Derivative

Employee Stock Option (Right to buy)

Conversion of derivative security

Transaction value: $88,772
Shares: -28,916
Change %: -29%
Price: $3.07^*
Shares after: 71,924
Date: 02 Sep 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 28,916
Exercise price: $3.07
Footnotes: F4

NRXP transaction Derivative

Employee Stock Option (Right to buy)

Conversion of derivative security

Transaction value: $63,445
Shares: -20,666
Change %: -42%
Price: $3.07^*
Shares after: 28,934
Date: 02 Sep 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 20,666
Exercise price: $3.07
Footnotes: F5

NRXP transaction Derivative

Restricted Stock Units

Award

Transaction value: $0
Shares: +10,496
Change %: +67%
Price: $0.000000
Shares after: 26,101
Date: 02 Sep 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 10,496
Exercise price
Footnotes: F2

NRXP transaction Derivative

Restricted Stock Units

Award

Transaction value: $0
Shares: +7,502
Change %: +29%
Price: $0.000000
Shares after: 33,603
Date: 02 Sep 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 7,502
Exercise price
Footnotes: F3

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

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 5 footnotes

Footnote F1

Shares and restricted stock units acquired pursuant to the exercise of 43,000 vested stock options under the NRX Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan (the "Plan"). The Reporting person received 27,395 freely tradable shares of common stock, par value $0.001 per share, of NRX Pharmaceuticals, Inc. (the "Common Stock ") and 15,605 restricted stock units, each restricted stock unit representing a right to receive one share of Common Stock. These restricted stock units remain in the Plan and are subject to forfeiture if the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) do not occur on or prior to December 31, 2022.

Footnote F2

Shares and restricted stock units acquired pursuant to the exercise of 28,916 vested stock options under the Plan. The Reporting person received 18,420 freely tradable shares of Common Stock and 10,496 restricted stock units under the Plan, each restricted stock unit representing a right to receive one share of Common Stock. These restricted stock units remain in the Plan and are subject to forfeiture if the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) do not occur on or prior to December 31, 2022.

Footnote F3

Shares and restricted stock units acquired pursuant to the exercise of 20,666 vested stock options under the Plan. The Reporting person received 13,164 freely tradable shares of Common Stock and 7,502 restricted stock units under the Plan, each restricted stock unit representing a right to receive one share of Common Stock. These restricted stock units remain in the Plan and are subject to forfeiture if the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) do not occur on or prior to December 31, 2022.

Footnote F4

From an option grant dated September 1, 2020; subject to certain conditions, the options will generally vest in 24 equal installments every month commencing on 09/30/2020 and fully vesting on 09/30/2022. As of September 1, 2021, 22,923 options had vested and were available for exercise.

Footnote F5

From an option grant dated November 15, 2020; subject to certain conditions, the options will generally vest at a rate of 2066 every month commencing on 11/30/2020 through 10/30/1022 and the final 2,082 shares on 11/30/2022. As of September 1, 2021, 20,666 shares had vested and were available for exercise.