Aerie Pharmaceuticals Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Material Modification to Rights of Security Holders, Changes in Control of Registrant, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Leadership Update, Financial Statements and Exhibits

Entry into a Material Definitive Agreement.

Termination of a Material Definitive Agreement.

Completion of Acquisition or Disposition of Assets.

each outstanding option to purchase Shares (a “Company Option”) or stock appreciation rights (a “Company SAR”), as applicable, that was then outstanding and unexercised that had a per Share exercise price or strike price per Share, that was less than the Merger Consideration (an “In the Money Option” and an “In the Money SAR”, respectively) was cancelled and the holder thereof became entitled to receive a cash payment equal to (i) the excess, if any, of (A) the Merger Consideration over (B) the exercise price payable per Share under such In the Money Option or In the Money SAR, as applicable, multiplied by (ii) the total number of Shares subject to such In the Money Option or In the Money SAR, as applicable, immediately prior to the Effective Time (without regard to vesting);

each Company Option or Company SAR that was not an In the Money Option nor an In the Money SAR, as applicable, was cancelled without any consideration;

each outstanding Share of restricted stock of the Company (a “Company Restricted Stock”) that vested solely on the passage of time, whether or not vested, was cancelled and the holder thereof became entitled to receive a cash payment equal to the Merger Consideration with respect to each Share of time-vested Company Restricted Stock, whether or not vested, held by such holder (without regard to vesting);

each outstanding Share of Company Restricted Stock that vested based on achievement of strategic performance metrics (the “Strategic PSAs”), whether or not vested, was cancelled and the holder thereof became entitled to receive a cash payment equal to (i) the product of (A) the target number of Shares of Strategic PSAs granted to the holder, multiplied by (B) 100% (such product, the “Earned Strategic PSAs”), multiplied by (ii) the Merger Consideration (without regard to vesting). Promptly following the Effective Time, Parent will calculate the cumulative shareholder return through the Closing Date (the “Relative TSR Performance”) for each of the Company and each member of the comparator group companies as set forth in terms of the award agreement for each then outstanding Share of Company Restricted Stock that vests based on achievement of a relative total shareholder return metric (the “rTSR PSAs”), and will pay the holders of the rTSR PSAs in accordance with the Relative TSR Performance and the terms of each rTSR PSA; and

each outstanding Company restricted stock unit (a “Company RSU”), whether or not vested, was cancelled and the holder thereof became entitled to receive a cash payment equal to the product of (i) the Merger Consideration and (ii) the total number of Shares subject to such Company RSU (without regard to vesting).

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

Material Modification to Rights of Security Holders.

Changes in Control of Registrant.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.