SEC Form 4: Graham Peter J returned $4,148,721 worth of shares to the company (740,843 units at $5.60), closing all direct ownership in the company
$ATRS
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
ANTARES PHARMA, INC. [ ATRS ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/24/2022 | ||||||||||||||||||||||||||
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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 | 05/24/2022 | D(1)(2) | 414,470 | D | $5.6 | 0 | D | |||
| Common Stock(3) | 05/24/2022 | D(1)(2) | 202,139 | D | $5.6 | 0 | D | |||
| Common Stock(4) | 05/24/2022 | D(1)(2) | 124,234 | D | $5.6 | 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) | $2.29 | 05/24/2022 | D | 125,000 | (5) | (5) | Common Stock | 125,000 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $1.12 | 05/24/2022 | D | 212,900 | (5) | (5) | Common Stock | 212,900 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $2.66 | 05/24/2022 | D | 217,725 | (5) | (5) | Common Stock | 217,725 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $2.7 | 05/24/2022 | D | 177,453 | (5) | (5) | Common Stock | 177,453 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $2.92 | 05/24/2022 | D | 170,227 | (5) | (5) | Common Stock | 170,227 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $2.73 | 05/24/2022 | D | 254,165 | (5) | (5) | Common Stock | 254,165 | (5) | 0 | D | ||||
| Stock Option (right to buy) | $4.42 | 05/24/2022 | D | 163,963 | (5) | (5) | Common Stock | 163,963 | (5) | 0 | D | ||||
| Explanation of Responses: |
| 1. This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 12, 2022, by and among the Issuer, Antares Pharma, Inc., a Delaware corporation (the "Company"), Halozyme Therapeutics, Inc., a Delaware corporation ("Parent"), and Atlas Merger Sub, Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Parent, to which Purchaser completed a tender offer for shares of common stock of Issuer, $0.01 par value per share (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of May 24, 2022 (the "Effective Time"). |
| 2. (Continued from Footnote 1) At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than Excluded Shares) was converted into the right to receive $5.60 in cash, without interest (the "Merger Consideration") and subject to any withholding of taxes required by applicable legal requirements, upon the terms and subject to the conditions of the Merger Agreement. From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled. |
| 3. Each Company restricted stock unit ("Company RSU") means any restricted stock unit granted under the Company Equity Plan. At the Effective Time, each Company RSU that was outstanding immediately prior to the Effective Time was cancelled at the Effective Time and converted into the right to receive a cash payment equal to the product of (i) the number of Shares issuable in settlement of the Company RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration. |
| 4. Each Company performance restricted stock unit ("Company PSU") means any performance stock unit granted under the Company Equity Plan. At the Effective Time, each Company PSU that was outstanding immediately prior to the Effective Time was cancelled at the Effective Time and converted into the right to receive a cash payment equal to the product of (i) the number of Shares issuable in settlement of the Company PSU (at the target level of performance) immediately prior to the Effective Time multiplied by (ii) the Merger Consideration. |
| 5. Each Company option to purchase Shares ("Company Option") means any option to purchase Shares granted under the Company Equity Plan. At the Effective Time, each Company Option that was then outstanding as of immediately prior to the Effective Time was, to the extent unvested, accelerated and became fully vested and exercisable effective prior to the Effective Time. Each Company Option that was outstanding and unexercised as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to the product of (i) the total number of Shares subject to such Company Option immediately prior to the Effective Time, multiplied by (ii) the excess of (A) the Merger Consideration over (B) the exercise price payable per Share under such Company Option. |
| Remarks: |
| EVP, General Counsel, Chief Compliance Officer and Secretary |
| /s/ Lisa M. Kallebo as attorney-in-fact for Peter J. Graham | 05/26/2022 | |
| ** 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. | ||