Key facts
- This page summarizes John L. Erb's Form 4 filing for Miromatrix Medical Inc..
- 7 reported transactions and 5 derivative rows are listed below.
- Accepted by SEC: 13 Dec 2023, 16:49.
John L. Erb - 12 Dec 2023 Form 4 Insider Report for Miromatrix Medical Inc.
- Reporting relationship
- Director
- Issuer ticker
- N/A
- Reported as of
- 12 Dec 2023
- Net transaction value
- $0
- SEC form
- 4
- Accepted by SEC
- 13 Dec 2023, 16:49:27 UTC
- Prior SEC filing
- 05 Jun 2023
- Next SEC filing
- 11 Jun 2025
- Source filing
- View source filing
- Reporting owner signature
- /s/ Steven C. Kennedy, Attorney-in-Fact
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
John L. Erb filed Form 4 for Miromatrix Medical Inc. on 13 Dec 2023.
Change
- Previous filing in this sequence was filed on 05 Jun 2023.
- 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
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
MIRO
transaction
Common Stock
Disposition pursuant to a tender of shares in a change of control transaction
- Transaction value
- Shares
- -56,260
- Change %
- -51%
- Price
- Shares after
- 54,201
- Date
- 12 Dec 2023
- Ownership
- Direct
- Footnotes
- F1, F2
MIRO
transaction
Common Stock
Disposed to Issuer
- Transaction value
- Shares
- -54,201
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 13 Dec 2023
- Ownership
- Direct
- Footnotes
- F3, F4
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
MIRO
transaction
Derivative
Employee Stock Option (right to buy)
Disposed to Issuer
- Transaction value
- Shares
- -100,000
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 13 Dec 2023
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 100,000
- Exercise price
- $3.75
- Footnotes
- F5
MIRO
transaction
Derivative
Employee Stock Option (right to buy)
Disposed to Issuer
- Transaction value
- Shares
- -18,750
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 13 Dec 2023
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 18,750
- Exercise price
- $3.75
- Footnotes
- F5
MIRO
transaction
Derivative
Employee Stock Option (right to buy)
Disposed to Issuer
- Transaction value
- Shares
- -25,000
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 13 Dec 2023
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 25,000
- Exercise price
- $3.75
- Footnotes
- F5
MIRO
transaction
Derivative
Employee Stock Option (right to buy)
Disposed to Issuer
- Transaction value
- Shares
- -25,000
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 13 Dec 2023
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 25,000
- Exercise price
- $3.75
- Footnotes
- F5
MIRO
transaction
Derivative
Employee Stock Option (right to buy)
Disposed to Issuer
- Transaction value
- Shares
- -25,000
- Change %
- -100%
- Price
- Shares after
- 0
- Date
- 13 Dec 2023
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 25,000
- Exercise price
- $3.75
- Footnotes
- F5
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
John L. Erb is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 5 footnotes
Footnote F1
Shares tendered and accepted pursuant to the terms of an offer conducted pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, United Therapeutics Corporation ("Parent") and Morpheus Subsidiary Inc., dated as of October 29, 2023, for consideration consisting of (i) $3.25 per share, payable in cash, without interest and less any required withholding taxes (the "Cash Consideration"), plus (ii) one contractual, non-tradeable contingent value right per share (each, a "CVR").
Footnote F2
Each CVR entitles the reporting person to potentially receive contingent payments of up to an aggregate of $1.75 per CVR, without interest and less any required withholding taxes, upon the achievement of a specified milestone in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement"), dated as of December 12, 2023, by and between Parent and Continental Stock Transfer & Trust Company.
Footnote F3
Previously unvested restricted stock units ("RSUs"), each of which represented a contingent right to receive one share of the Issuer's common stock.
Footnote F4
In connection with the closing under the Merger Agreement, each outstanding RSU award was cancelled and exchanged for the right to receive (i) a cash payment equal to (x) the total numbers of shares subject to the RSU award multiplied by (y) the Cash Consideration and (ii) one CVR with respect to each share subject to such RSU award.
Footnote F5
In connection with the closing under the Merger Agreement, each employee stock option (right to buy) was canceled in exchange for (i) an amount in cash, without interest and less any required withholding tax, equal to the product of (A) the excess of the amount of the Cash Consideration over the exercise price per share of such stock option and (B) the number of shares that were subject to such stock option, without regard to vesting, and (ii) a number of CVRs equal to the same number of shares that were subject to such stock option, provided, that the payment, if any, under each CVR shall be reduced by the amount by which the exercise price per share exceeds the amount of the Cash Consideration.