William L. Ashton - 08 Apr 2024 Form 4 Insider Report for Societal CDMO, Inc.

Reporting relationship: Director
Issuer ticker: N/A
Reported as of: 08 Apr 2024
Net transaction value: -$289,984
SEC form: 4
Accepted by SEC: 08 Apr 2024, 21:25:34 UTC
Prior SEC filing: 28 Aug 2023
Next SEC filing: 23 Jan 2025
Source filing: View source filing
Reporting owner signature: /s/ Ryan D. Lake, Attorney-in-Fact

Key filing fact

William L. Ashton filed Form 4 for Societal CDMO, Inc. on 08 Apr 2024.

Key facts

This page summarizes William L. Ashton's Form 4 filing for Societal CDMO, Inc..
4 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 08 Apr 2024, 21:25.

Change

Previous filing in this sequence was filed on 28 Aug 2023.
Current net transaction value: -$289,984.

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.

SCTL transaction

Common Stock

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

Transaction value: $209,002
Shares: -190,002
Change %: -72%
Price: $1.10
Shares after: 73,620
Date: 08 Apr 2024
Ownership: Direct
Footnotes: F1

SCTL transaction

Common Stock

Disposed to Issuer

Transaction value: $80,982
Shares: -73,620
Change %: -100%
Price: $1.10
Shares after: 0
Date: 08 Apr 2024
Ownership: Direct
Footnotes: F2

Reported derivative securities

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

SCTL transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -118,182
Change %: -100%
Price
Shares after: 0
Date: 08 Apr 2024
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 118,182
Exercise price: $0.8000
Footnotes: F3

SCTL transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -27,229
Change %: -100%
Price
Shares after: 0
Date: 08 Apr 2024
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 27,229
Exercise price: $0.7400
Footnotes: F3

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

William L. Ashton 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

Pursuant to the terms of that certain Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 28, 2024, by and among the Issuer, CoreRx, Inc., a Florida corporation ("Parent") and Cane Merger Sub, Inc., a Pennsylvania corporation and a wholly owned Subsidiary of Parent ("Merger Sub"), Merger Sub completed a tender offer for shares of common stock of the Issuer (each, a "Share") and thereafter merged with and into the Issuer, effective as of April 8, 2024 (the "Effective Time") with the Issuer surviving the merger. At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $1.10 per Share in cash (the "Offer Amount"), subject to any applicable withholding taxes and without interest.

Footnote F2

Represents restricted stock units granted under an Issuer equity plan ("RSUs") granted to the Reporting Person. Each RSU represented a contingent right to receive one Share upon vesting of the RSU. Pursuant to the terms of the Merger Agreement, each outstanding RSU that was outstanding and unvested immediately prior to the Effective Time vested in full. At the Effective Time, each RSU then outstanding was cancelled and converted into a cash payment equal to the product of (A) the total number of Shares then underlying such RSU multiplied by (B) the Offer Amount, without interest and subject to any withholding of taxes.

Footnote F3

Pursuant to the terms of the Merger Agreement, immediately prior to the Effective Time, each outstanding and unvested option to purchase Shares granted under an Issuer equity plan (each, an "Issuer Stock Option") vested in full. At the Effective Time, each Issuer Stock Option with an exercise price that is less than the Offer Amount was cancelled and converted into the right to receive a cash payment equal to the product of (A) the excess, if any, of the Offer Amount over the exercise price payable per Share with respect to such Issuer Stock Option, multiplied by (B) the total number of Shares subject to such Issuer Stock Option immediately prior to the Effective Time.