SEC Form 4: Crystal Roger was granted 6,667 shares, returned $1,640,120 worth of shares to the company (82,006 units at $20.00) and returned $102,000 worth of Common Stock par value $0.001 to the company (5,100 units at $20.00), closing all direct ownership in the company
$OPNT
Biotechnology: Pharmaceutical Preparations
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
OPIANT PHARMACEUTICALS, INC. [ OPNT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/02/2023 | ||||||||||||||||||||||||||
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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 | 03/02/2023 | D(1) | 37,438 | D | $20 | 37,901 | D | |||
| Common Stock | 03/02/2023 | D(2) | 37,901 | D | $20 | 0 | D | |||
| Common Stock par value $0.001 | 03/02/2023 | D(1) | 5,100 | D | $20 | 0 | D | |||
| Common Stock | 03/02/2023 | A(3) | 6,667 | A | $0 | 6,667 | D | |||
| Common Stock | 03/02/2023 | D(4) | 6,667 | D | $20 | 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 | ||||||||
| Option | $6 | 03/02/2023 | D(5) | 25,000 | 12/31/2013 | 12/30/2023 | Common Stock | 25,000 | $0 | 0 | D | ||||
| Option | $5 | 03/02/2023 | D(5) | 150,000 | 06/15/2014 | 06/14/2024 | Common Stock | 150,000 | $0 | 0 | D | ||||
| Option | $7.25 | 03/02/2023 | D(5) | 375,000 | 10/27/2015 | 10/26/2025 | Common Stock | 375,000 | $0 | 0 | D | ||||
| Option | $6 | 03/02/2023 | D(5) | 25,000 | 12/31/2013 | 12/30/2023 | Common Stock | 25,000 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $14.62 | 03/02/2023 | D(5) | 13,200 | (5) | 01/14/2029 | Common Stock | 13,200 | $0 | 0 | D | ||||
| Common Stock | $13.6 | 03/02/2023 | D(5) | 27,250 | (5) | 01/07/2030 | Common Stock | 27,250 | $0 | 0 | D | ||||
| Stock Option (right to buy) | $12.15 | 03/02/2023 | D(5) | 31,250 | (5) | 01/26/2031 | Common Stock | 31,250 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. Disposed of pursuant to that certain Agreement and Plan of Merger between the Issuer, Indivior Inc., and Olive Acquisition Subsidiary, Inc., dated as of November 13, 2022 (the "Merger Agreement"), in exchange for a cash payment of $20.00 per share without interest thereon (the "Merger Consideration"). |
| 2. Disposed of pursuant to the Merger Agreement in exchange for the Merger Consideration. The number of shares disposed of reflects 37,901 shares of Common Stock upon the acceleration of vesting of restricted stock units in accordance with the Merger Agreement. |
| 3. 6,667 shares are represented by performance stock units ("PSUs"), the vesting of which accelerated in accordance with the Merger Agreement. Each PSU represents the Reporting Person's right to receive one share of Common Stock of Issuer. |
| 4. Disposed of pursuant to the Merger Agreement in exchange for the Merger Consideration. The number of shares disposed of reflects 6,667 shares of Common Stock upon the acceleration of vesting of performance stock units in accordance with the Merger Agreement. |
| 5. The option was cancelled pursuant to the Merger Agreement, in exchange for a cash payment equal to (x) the difference between the Merger Consideration and the per share exercise price of the option, multiplied by (y) the number of disposed option shares. |
| Remarks: |
| /s/ Roger Crystal | 03/03/2023 | |
| ** 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 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. | ||