0000899243-23-019361.txt : 20230921
0000899243-23-019361.hdr.sgml : 20230921
20230921132056
ACCESSION NUMBER: 0000899243-23-019361
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: Haskel William M.
CENTRAL INDEX KEY: 0001524372
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36066
FILM NUMBER: 231268645
MAIL ADDRESS:
STREET 1: ONE MEADOWLANDS PLAZA
CITY: EAST RUTHERFORD
STATE: NJ
ZIP: 07073
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
0001524372
Haskel William M.
C/O PARATEK PHARMACEUTICALS, INC.
75 PARK PLAZA, 4TH FLOOR
BOSTON
MA
02116
0
1
0
0
CLO, General Counsel & Sec.
0
Common Stock
2023-09-21
4
D
0
357774
D
89250
D
Common Stock
2023-09-21
4
D
0
89250
D
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").
(Continued from Footnote 1) 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, 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.
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 3) 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. If provided for pursuant to a subscription agreement entered into among the Reporting Person, the Issuer and Resistance TopCo L.P., a Delaware limited partnership ("Topco LP"), the settlement of such Equity Award Consideration may also be made inequity interests of Topco LP.
/s/ William M. Haskel
2023-09-21