0001103021-22-000071.txt : 20220322 0001103021-22-000071.hdr.sgml : 20220322 20220322171550 ACCESSION NUMBER: 0001103021-22-000071 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: Sirgo Mark A CENTRAL INDEX KEY: 0001301715 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31361 FILM NUMBER: 22760675 MAIL ADDRESS: STREET 1: C/O BIODELIVERY SCIENCES INTERNATIONAL STREET 2: 801 CORPORATE CENTER DRIVE -SUITE 210 CITY: RALEIGH STATE: NC ZIP: 27607 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_164798373131962.xml FORM 4 X0306 4 2022-03-22 1 0001103021 BIODELIVERY SCIENCES INTERNATIONAL INC BDSI 0001301715 Sirgo Mark A C/O BIODELIVERY SCIENCES INTL, INC., 4131 PARKLAKE AVENUE, SUITE 225 RALEIGH NC 27612 1 0 0 0 Common Stock 2022-03-22 4 J 0 1166866 0 D 0 D Restricted Stock Units 0.0 2022-03-22 4 D 0 11685 0 D Common Stock 11685.0 0 D Stock Options (right to buy) 4.96 2022-03-22 4 D 0 22500 0 D Common Stock 22500.0 0 D Stock Options (right to buy) 4.36 2022-03-22 4 D 0 48000 0 D Common Stock 48000.0 0 D Stock Options (right to buy) 3.76 2022-03-22 4 D 0 48000 0 D Common Stock 48000.0 0 D Stock Options (right to buy) 3.66 2022-03-22 4 D 0 85760 0 D Common Stock 85760.0 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. /s/ Mark A. Sirgo 2022-03-22