SEC Form 4: Bisson Lori returned $1,356,000 worth of shares to the company (60,000 units at $22.60), closing all direct ownership in the company
$SOLY
Medical/Dental Instruments
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Soliton, Inc. [ SOLY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/16/2021 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/16/2021 | D(1) | 60,000 | D | $22.6(1) | 0 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock option (right to buy) | $1.75 | 12/16/2021 | D | 180,000 | (2) | 06/08/2028 | Common Stock | 180,000 | (2) | 0 | D | ||||
| Stock option (right to buy) | $1.75 | 12/16/2021 | D | 83,500 | (2) | 02/04/2029 | Common Stock | 83,500 | (2) | 0 | D | ||||
| Stock option (right to buy) | $14.62 | 12/16/2021 | D | 21,100 | (2) | 06/27/2029 | Common Stock | 21,100 | (2) | 0 | D | ||||
| Stock option (right to buy) | $11.71 | 12/16/2021 | D | 53,600 | (2) | 02/04/2030 | Common Stock | 53,600 | (2) | 0 | D | ||||
| Stock option (right to buy) | $9.74 | 12/16/2021 | D | 65,000 | (2) | 01/21/2031 | Common Stock | 65,000 | (2) | 0 | D | ||||
| Warrant (right to buy) | $1.75 | 12/16/2021 | D | 6,186 | (3) | 10/19/2023 | Common Stock | 6,186 | (3) | 0 | D | ||||
| Warrant (right to buy) | $1.75 | 12/16/2021 | D | 4,639 | (3) | 10/30/2023 | Common Stock | 4,639 | (3) | 0 | D | ||||
| Warrant (right to buy) | $1.75 | 12/16/2021 | D | 4,175 | (3) | 11/15/2023 | Common Stock | 4,175 | (3) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated as of May 8, 2021 (the "Merger Agreement"), by and among Soliton, Inc. (the "Company"), AbbVie Inc. ("AbbVie") and Scout Merger Sub, Inc., a wholly owned subsidiary of AbbVie ("Merger Sub"), at the effective time of the merger of Merger Sub with and into the Company (the "Merger"), these shares of Company common stock were converted into the right to receive $22.60 in cash (the "Merger Consideration"), without interest. |
| 2. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding and unexercised option, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to the Merger Consideration minus the exercise price that would be due in cash upon exercise of such option. |
| 3. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised warrant, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to the excess of (i) the number of shares of common stock subject to the warrant, multiplied by the Merger Consideration over (ii) the number of shares of common stock subject to the warrant, multiplied by the per share exercise price of such warrant. |
| Remarks: |
| /s/ Lori Bisson | 12/16/2021 | |
| ** 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 4 (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. | ||