0000899243-23-019349.txt : 20230921 0000899243-23-019349.hdr.sgml : 20230921 20230921131332 ACCESSION NUMBER: 0000899243-23-019349 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230921 FILED AS OF DATE: 20230921 DATE AS OF CHANGE: 20230921 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dietz Thomas John CENTRAL INDEX KEY: 0001574218 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36066 FILM NUMBER: 231268611 MAIL ADDRESS: STREET 1: C/O TRANSCEPT PHARMACEUTICAL, INC. STREET 2: 1003 W. CUTTING BLVD, STE 110 CITY: PT. RICHMOND STATE: CA ZIP: 94804 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Paratek Pharmaceuticals, Inc. CENTRAL INDEX KEY: 0001178711 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 330960223 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 75 PARK PLAZA STREET 2: 4TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: (617) 807-6600 MAIL ADDRESS: STREET 1: 75 PARK PLAZA STREET 2: 4TH FLOOR CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: Transcept Pharmaceuticals Inc DATE OF NAME CHANGE: 20090130 FORMER COMPANY: FORMER CONFORMED NAME: NOVACEA INC DATE OF NAME CHANGE: 20020724 4 1 doc4.xml FORM 4 SUBMISSION X0508 4 2023-09-21 1 0001178711 Paratek Pharmaceuticals, Inc. PRTK 0001574218 Dietz Thomas John C/O PARATEK PHARMACEUTICALS, INC. 75 PARK PLAZA, 4TH FLOOR BOSTON MA 02116 1 0 0 0 0 Common Stock 2023-09-21 4 D 0 49250 D 20000 D Common Stock 2023-09-21 4 D 0 20000 D 0 D Stock option (right to buy) 7.61 2023-09-21 4 D 0 7000 D 2031-02-18 Common Stock 7000 0 D Stock option (right to buy) 3.51 2023-09-21 4 D 0 7000 D 2030-02-19 Common Stock 7000 0 D Stock option (right to buy) 7.23 2023-09-21 4 D 0 5000 D 2029-02-26 Common Stock 5000 0 D Stock option (right to buy) 14.15 2023-09-21 4 D 0 5000 D 2028-02-14 Common Stock 5000 0 D Stock option (right to buy) 15.10 2023-09-21 4 D 0 6000 D 2027-02-01 Common Stock 6000 0 D Stock option (right to buy) 14.05 2023-09-21 4 D 0 12000 D 2026-02-03 Common Stock 12000 0 D Stock option (right to buy) 24.07 2023-09-21 4 D 0 20000 D 2025-02-03 Common Stock 20000 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 June 6, 2023, by and among the Issuer, Resistance Acquisition, Inc. ("Parent"), and Resistance Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into Issuer with the Issuer being the surviving corporation (the "Merger"). Pursuant to the Merger Agreement, as of the effective time of the Merger (the "Effective Time"), each issued and outstanding share of common stock of the Issuer ("Company Common Stock") was cancelled and retired and automatically converted into the right to receive (x) $2.15, payable to the holder thereof in cash, (Continued from Footnote 1) without interest (the "Cash Consideration") but subject to reduction for any applicable withholding taxes payable in respect thereof and (y) one (1) contractual contingent value right (a "CVR Payment") that represents the right to receive $0.85 upon satisfaction of certain conditions set forth in a Contingent Value Rights Agreement, dated September 21, 2023, by and between Parent and Equiniti Trust Company, LLC. Due to administrative error, the Reporting Person's previous Form 4 filings over-reported the securities beneficially owned by the Reporting Person by 750 shares of common stock of the Issuer. This filing corrects such error and lists the correct amount of securities beneficially owned directly by the Reporting Person. Pursuant to the Merger Agreement, at the Effective Time, each restricted stock unit award covering shares of Company Common Stock that is subject to vesting conditions based solely on continued employment or service granted under an Issuer equity plan (each, a "Company RSU") and each performance stock unit award covering shares of Company Common Stock that are subject to performance-based vesting conditions granted under an Issuer equity plan (each, a "Company PSU") (the Company RSUs and the Company PSUs, collectively "Company Equity Awards") that was then outstanding was cancelled, and the holder of such cancelled Company Equity Award is entitled, in exchange therefor, to receive (without interest and less applicable tax withholdings) (i) an amount in cash equal to the product of (A) the total number of shares of Company Common Stock subject to (or deliverable under) such Company Equity Award immediately prior to the Effective Time multiplied by (B) the Cash Consideration, (Continued from Footnote 4) and (ii) a CVR Payment for each share of Company Common Stock subject thereto (the "Equity Award Consideration"), provided, that any payment of the Equity Award Consideration in respect of an unvested Company Equity Award will remain subject to the same vesting conditions as were applicable to such Company Equity Award immediately prior to the Effective Time and shall only become payable to the holder of such cancelled Company Equity Award to the extent such vesting conditions are satisfied following the closing of the Merger. Pursuant to the Merger Agreement, at the Effective Time, each option to purchase shares of Company Common Stock granted under an Issuer equity plan (each, a "Company Stock Option") that was then outstanding that has an exercise price per share of Company Common Stock that is greater than $3.00 was cancelled for no consideration. /s/ William M. Haskel, Attorney-in-Fact for Thomas John Dietz 2023-09-21