New insider United Therapeutics Corp claimed ownership of 27,419,228 shares (SEC Form 3)
$MIRO
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 12/12/2023 |
3. Issuer Name and Ticker or Trading Symbol
Miromatrix Medical Inc. [ MIRO ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 27,419,228(1)(2)(3) | D(1)(2)(3) | |
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Explanation of Responses: |
| 1. Pursuant to the terms of the Agreement and Plan of Merger, dated as of October 29, 2023 (the "Merger Agreement"), by and among United Therapeutics Corporation (the "Reporting Person"), a Delaware public benefit corporation, Morpheus Subsidiary Inc. ("Purchaser"), a Delaware corporation and a wholly owned subsidiary of the Reporting Person, and Miromatrix Medical Inc., a Delaware corporation (the "Issuer"), Purchaser conducted a tender offer (the "Offer") for all issued and outstanding shares of common stock, par value $0.00001 per share ("Common Stock") of the Issuer, in exchange for (i) $3.25 per share in cash, plus (ii) one contractual contingent value right per share, representing the right to receive a contingent payment of $1.75 in cash upon the achievement of a specified milestone on or prior to December 31, 2025, in each case, without interest and less any required withholding taxes (collectively, the "Offer Consideration"). |
| 2. The tender offer expired at one minute after 11:59 p.m., New York City time, on December 11, 2023, at which time 22,876,102 shares of Common Stock were validly tendered and "received" (as defined in Section 251(h) of the Delaware General Corporation Law (the "DGCL")) by the Paying Agent and not validly withdrawn pursuant to the Offer. On December 12, 2023, Purchaser accepted for payment all such shares. |
| 3. On December 13, 2023, Purchaser merged with and into the Issuer, pursuant to Section 251(h) of the DGCL, with the Issuer surviving as a wholly owned subsidiary of the Reporting Person (the "Merger"). In the Merger, (i) each share of Common Stock (other than shares held in the treasury of the Issuer and shares irrevocably accepted for purchase pursuant to the Offer) was converted into the right to receive the Offer Consideration and (ii) the one share of common stock of Purchaser issued and outstanding immediately before the Merger was automatically converted into and became one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Issuer. |
| /s/ John S. Hess, Jr., Executive Vice President, Deputy General Counsel, and Assistant Corporate Secretary | 12/14/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||