SEC Form 4: Colella Samuel D returned $12,720,794 worth of shares to the company (1,496,564 units at $8.50), closing all direct ownership in the company (tax withholding)
$FLXN
Major Pharmaceuticals
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
Flexion Therapeutics Inc [ FLXN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/19/2021 | ||||||||||||||||||||||||||
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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 | 11/19/2021 | D(1) | 9,000(2)(3) | D | $8.5 | 0 | D | |||
| Common Stock | 11/19/2021 | D(1) | 1,000 | D | $8.5 | 0 | I | The Samuel Colella Trust | ||
| Common Stock | 11/19/2021 | D(1) | 72,035(3) | D | $8.5 | 0 | I | By the Colella Family Trust(4) | ||
| Common Stock | 11/19/2021 | D(1) | 5,000 | D | $8.5 | 0 | I | By the Colella Family Exempt Marital Deduction Trust(5) | ||
| Common Stock | 11/19/2021 | D(1) | 994,129 | D | $8.5 | 0 | I | By Versant Venture Capital III L.P.(6) | ||
| Common Stock | 11/19/2021 | D(1) | 5,871 | D | $8.5 | 0 | I | By Versant Side Fund III(7) | ||
| Common Stock | 11/19/2021 | D(1) | 388,683 | D | $8.5 | 0 | I | By Versant Development Fund III, LLC(8) | ||
| Common Stock | 11/19/2021 | D(1) | 943 | D | $8.5 | 0 | I | By Colella Partners(9) | ||
| Common Stock | 11/19/2021 | D(1) | 19,653 | D | $8.5 | 0 | I | By Colella Partners II(10) | ||
| Common Stock | 11/19/2021 | D(1) | 250 | D | $8.5 | 0 | I | By spouse | ||
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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) | $17.61 | 11/19/2021 | D | 9,000 | (11) | 03/02/2024 | Common Stock | 9,000 | (11) | 0 | D | ||||
| Stock option (right to buy) | $21.85 | 11/19/2021 | D | 9,000 | (11) | 06/16/2025 | Common Stock | 9,000 | (11) | 0 | D | ||||
| Stock option (right to buy) | $13.83 | 11/19/2021 | D | 12,500 | (11) | 06/09/2026 | Common Stock | 12,500 | (11) | 0 | D | ||||
| Stock option (right to buy) | $20.16 | 11/19/2021 | D | 12,500 | (11) | 06/21/2027 | Common Stock | 12,500 | (11) | 0 | D | ||||
| Stock option (right to buy) | $28.14 | 11/19/2021 | D | 12,500 | (11) | 06/19/2028 | Common Stock | 12,500 | (11) | 0 | D | ||||
| Stock option (right to buy) | $11.74 | 11/19/2021 | D | 12,500 | (11) | 06/18/2029 | Common Stock | 12,500 | (11) | 0 | D | ||||
| Stock option (right to buy) | $11.88 | 11/19/2021 | D | 7,000 | (11) | 06/09/2030 | Common Stock | 7,000 | (11) | 0 | D | ||||
| Stock option (right to buy) | $9.22 | 11/19/2021 | D | 7,000 | (11) | 06/23/2031 | Common Stock | 7,000 | (11) | 0 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Agreement and Plan of Merger, dated as of October 11, 2021, by and among Flexion Therapeutics, Inc. ("Issuer"), Pacira BioSciences, Inc. and Oyster Acquisition Company Inc. ("Purchaser") ("Merger Agreement"), on November 19, 2021, Purchaser merged with and into Issuer, with Issuer continuing as the surviving corporation ("Merger"). At the effective time of the Merger, each share of Issuer's common stock was cancelled in exchange for (i) $8.50 per share in cash ("Cash Amount"), plus (ii) one non-transferable contractual contingent value right per share, which represent the right to receive one or more contingent payments of up to $8.00 per share in the aggregate, in cash, upon the achievement of specified milestones on or prior to December 31, 2030 ("CVR Payments"). Pursuant to the Merger Agreement, these shares were tendered and disposed of at the offer acceptance time in exchange for the right to receive (i) the Cash Amount, plus (ii) any CVR Payments. |
| 2. At the effective time of the Merger, each outstanding restricted stock unit award ("RSU") was accelerated and became fully vested and was cancelled and converted into the right to receive (i) $8.50 per share of Issuer common stock issuable in settlement of such RSU in cash, net of any withholding taxes required to be deducted and withheld by applicable law, plus (ii) any potential CVR Payments. |
| 3. 2,198 shares were inadvertently reported as held directly by the Reporting Person. The shares are held by the Colella Family Trust UTA dtd 9/21/92. |
| 4. The shares are held by the Colella Family Trust UTA Dtd. 9/21/92 ("Colella Trust"). The Reporting Person is a trustee and beneficiary of the Colella Trust. |
| 5. The shares are held by the Colella Family Exempt Marital Deduction Trust Dated 9/21/1992 ("Colella Exempt Trust"). The Reporting Person is a trustee and beneficiary of the Colella Exempt Trust. |
| 6. The shares are held by Versant Venture Capital III, L.P. ("VVC III"). The Reporting Person is a managing member of Versant Ventures III, LLC ("VV III"), the sole general partner of VVC III and shares voting and dispositive power over the shares held by VVC III; however, he disclaims beneficial ownership of the shares held by such entity except to the extent of his pecuniary interests therein. |
| 7. The shares are held by Versant Side Fund III, L.P. ("Side Fund III"). The Reporting Person is a managing member of VV III, the sole general partner of Side Fund III and shares voting and dispositive power over the shares held by Side Fund III; however, he disclaims beneficial ownership of the shares held by such entity except to the extent of his pecuniary interests therein. |
| 8. The shares are held by Versant Development Fund III, LLC ("Development III"). The Reporting Person is a managing member of VV III, a majority member of Development III and shares voting and dispositive power over the shares held by Development III; however, he disclaims beneficial ownership of the shares held by such entity except to the extent of his pecuniary interests therein. |
| 9. Shares held by Colella Partners. The Reporting Person is the general partner of Colella Partners. |
| 10. Shares held by Colella Partners II. The Reporting Person is the general partner of Colella Partners II. |
| 11. At the effective time of the Merger, each outstanding option with an exercise price equal to, or greater than, $9.12 was cancelled without any consideration payable (whether in the form of cash or any potential CVR Payments) in respect of such cancelled option. |
| Remarks: |
| /s/ Mark S. Levine, Attorney-in-Fact | 11/19/2021 | |
| ** 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. | ||