0001103021-22-000070.txt : 20220322
0001103021-22-000070.hdr.sgml : 20220322
20220322171459
ACCESSION NUMBER: 0001103021-22-000070
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220322
FILED AS OF DATE: 20220322
DATE AS OF CHANGE: 20220322
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Plesha Scott M.
CENTRAL INDEX KEY: 0001726687
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31361
FILM NUMBER: 22760663
MAIL ADDRESS:
STREET 1: 1410 SMYTHE ST
CITY: DANIEL ISLAND
STATE: SC
ZIP: 29492
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: BIODELIVERY SCIENCES INTERNATIONAL INC
CENTRAL INDEX KEY: 0001103021
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 352089858
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4131 PARKLAKE AVENUE
STREET 2: SUITE 225
CITY: RALEIGH
STATE: NC
ZIP: 27612
BUSINESS PHONE: 919 582 9050
MAIL ADDRESS:
STREET 1: 4131 PARKLAKE AVENUE
STREET 2: SUITE 225
CITY: RALEIGH
STATE: NC
ZIP: 27612
FORMER COMPANY:
FORMER CONFORMED NAME: MAS ACQUISITION XXIII CORP
DATE OF NAME CHANGE: 20000111
4
1
wf-form4_164798368528851.xml
FORM 4
X0306
4
2022-03-22
1
0001103021
BIODELIVERY SCIENCES INTERNATIONAL INC
BDSI
0001726687
Plesha Scott M.
C/O BIODELIVERY SCIENCES INTL, INC.,
4131 PARKLAKE AVE. SUITE 225
RALEIGH
NC
27612
0
1
0
0
See Remarks
Common Stock
2022-03-22
4
J
0
345127
0
D
0
D
Restricted Stock Units
0.0
2022-03-22
4
D
0
119228
0
D
Common Stock
119228.0
0
D
Stock Options (right to buy)
3.9
2022-03-22
4
D
0
245000
0
D
Common Stock
245000.0
0
D
Stock Options (right to buy)
3.9
2022-03-22
4
D
0
348222
0
D
Common Stock
348222.0
0
D
Stock Options (right to buy)
3.66
2022-03-22
4
D
0
369721
0
D
Common Stock
369721.0
0
D
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 14, 2022, by and among the Issuer, Collegium Pharmaceutical, Inc., ("Parent"), and Bristol Acquisition Company Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub completed a tender offer for shares of common stock of Issuer, $0.001 par value per share (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of March 22, 2022 (the "Effective Time"). At the Effective Time, each issued and outstanding Share was cancelled and converted into the right to receive $5.60 in cash (the "Merger Consideration") without interest and subject to applicable withholding taxes.
Each restricted stock unit ("RSU") represents the contingent right to receive one Share.
Each Issuer RSUs that was outstanding immediately prior to the Effective Time, was cancelled and converted into the right to receive for each Share underlying such RSU, without interest and subject to deduction for any required withholding taxes, an amount in cash equal to the Merger Consideration.
Immediately prior to the Effective Time, each Issuer option that was outstanding and then exercisable for a per share exercise price less than the Merger Consideration that would be payable in respect of the Shares underlying such Issuer option (any such Issuer option, an "In-the-Money Cash Out Option") was cancelled and automatically converted into the right to receive for each Share underlying such Issuer option, without interest and subject to deduction for any required withholding taxes, an amount in cash equal to the excess of the Merger Consideration over the per share exercise price of such In-the-Money Cash Out Option. All Issuer options that were not In-the-Money Cash Out Options were cancelled at the Effective Time without payment of any consideration.
President and Chief Commercial Officer
/s/ Scott Plesha
2022-03-22