SEC Form 4: Mcgraw Benjamin F Iii returned $640,256 worth of shares to the company (41,984 units at $15.25), closing all direct ownership in the company to satisfy tax liability
$AERI
Biotechnology: Biological Products (No Diagnostic Substances)
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
AERIE PHARMACEUTICALS INC [ AERI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/21/2022 | ||||||||||||||||||||||||||
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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 | 11/21/2022 | D(1) | 41,984 | D | $15.25 | 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) | $13.27 | 11/21/2022 | D(2) | 7,800 | (2) | 06/11/2030 | Common Stock | 7,800 | $1.98 | 0 | D | ||||
| Stock Option (right to buy) | $11.59 | 11/21/2022 | D(2) | 102,412 | (2) | 09/20/2031 | Common Stock | 102,412 | $3.66 | 0 | D | ||||
| Stock Option (right to buy) | $6.11 | 11/21/2022 | D(2) | 16,854 | (2) | 06/09/2032 | Common Stock | 16,854 | $9.14 | 0 | D | ||||
| Explanation of Responses: |
| 1. Each of the reported shares of common stock of the Company (each a "Share" or, collectively, the "Shares"), including any Shares of restricted stock, was, at the Effective Time (defined below), cancelled and converted into the right to receive $15.25 in cash (the "Merger Consideration") without interest and subject to any applicable withholding taxes. |
| 2. Each stock option with a per Share exercise price that is less than the Merger Consideration was, at the Effective Time, cancelled in exchange for a cash payment equal to, for each Share underlying the stock option (without regard to vesting), the excess of the Merger Consideration over the exercise price payable per Share underlying such stock option. Any stock options with a per Share exercise price that was more than the Merger Consideration were cancelled for no consideration. |
| Remarks: |
| This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger, dated as of August 22, 2022, by and among Aerie Pharmaceuticals, Inc. (the "Company"), Alcon Research, LLC (the "Parent"), and Lyon Merger Sub, Inc., a copy of which is filed as Exhibit 2.1 to the Company's Form 8-K filed with the SEC on August 23, 2022, pursuant to which the Company became a wholly owned subsidiary of Parent on November 21, 2022 (the "Effective Time"). |
| /s/ John W. LaRocca, Attorney-in-Fact for Benjamin F. McGraw III | 11/21/2022 | |
| ** 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. | ||