Terry Kohler - 21 May 2025 Form 4 Insider Report for OptiNose, Inc. (OPTN)

Reporting relationship: Chief Financial Officer
Issuer ticker: OPTN
Reported as of: 21 May 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 21 May 2025, 09:26:25 UTC
Prior SEC filing: 26 Feb 2025
Next SEC filing: 26 Feb 2026
Source filing: View source filing
Reporting owner signature: /s/ Anthony J. Krick, Attorney-in-Fact

Key filing fact

Terry Kohler filed Form 4 for OptiNose, Inc. (OPTN) on 21 May 2025.

Key facts

This page summarizes Terry Kohler's Form 4 filing for OptiNose, Inc. (OPTN).
3 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 21 May 2025, 09:26.

Change

Previous filing in this sequence was filed on 26 Feb 2025.
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

Reporting Owners (1)

CIK 0001872285 Primary reporting owner

Kohler Terry

Relationship: Chief Financial Officer
Address: C/O OPTINOSE, INC., 777 TOWNSHIP LINE ROAD, SUITE 300, YARDLEY
Signature: /s/ Anthony J. Krick, Attorney-in-Fact
Signature date: 21 May 2025

Reported non-derivative transactions

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

OPTN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -30,541
Change %: -100%
Price
Shares after: 0
Date: 21 May 2025
Ownership: Direct
Footnotes: F1, F2, F3

Reported derivative securities

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

OPTN transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -45,000
Change %: -100%
Price
Shares after: 0
Date: 21 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 45,000
Exercise price: $10.65
Footnotes: F4

OPTN transaction Derivative

Stock Option (Right to Buy)

Disposed to Issuer

Transaction value
Shares: -6,950
Change %: -100%
Price
Shares after: 0
Date: 21 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 6,950
Exercise price: $5.77
Footnotes: F4

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 4 footnotes

Footnote F1

On March 19, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Paratek Pharmaceuticals, Inc., a Delaware corporation ("Parent"), and Orca Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, on May 21, 2025, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time').

Footnote F2

At the Effective Time, each outstanding share of Common Stock was automatically converted into the right to receive (i) $9.00 in cash, without interest (the "Cash Consideration") and (ii) one contractual contingent value right ("CVR") per share representing the right to receive two contingent payments of up to $5.00 in cash upon achievement of specified milestones, as specified further in the CVR Agreement, by and among Parent and Equiniti Trust Company, LLC, as rights agent.

Footnote F3

Pursuant to the Merger Agreement, at the Effective Time, (i) each outstanding and vested restricted stock unit ("RSU") was canceled, with the holder thereof entitled to receive, with respect to each share of Common Stock underlying such award (A) the Cash Consideration and (B) one CVR and (ii) each outstanding and unvested RSU was canceled, with the holder thereof contingently entitled to receive, with respect to each share of Common Stock underlying such award (A) the Cash Consideration and (B) one CVR, with such consideration vesting and becoming payable, if at all, at the same time as the unvested RSU would have vested and been payable pursuant to its terms.

Footnote F4

Pursuant to the Merger Agreement, at the Effective Time, each outstanding and unexercised stock option, whether vested or unvested, was converted into the right to receive (i) an amount in cash, without interest, equal to the excess, if any of (A) the Cash Consideration over (B) the exercise price per share of such stock option; provided that, (1) each stock option with an exercise price per share that is greater than $14.00 (the sum of the Cash Consideration and the maximum amount payable under the CVR) was cancelled for no consideration and (2) each stock option with an exercise price per share that is greater than the amount of the Cash Consideration but less than $14.00 was canceled and converted into the right to receive one CVR with the amount payable pursuant to such CVR, if any, reduced by the amount by which the exercise price per share of such stock option exceeds the Cash Consideration).