0001209191-21-065720.txt : 20211119 0001209191-21-065720.hdr.sgml : 20211119 20211119101743 ACCESSION NUMBER: 0001209191-21-065720 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211119 FILED AS OF DATE: 20211119 DATE AS OF CHANGE: 20211119 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MERRIFIELD C ANN CENTRAL INDEX KEY: 0001247224 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36287 FILM NUMBER: 211426881 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Flexion Therapeutics Inc CENTRAL INDEX KEY: 0001419600 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 10 MALL ROAD STREET 2: SUITE 301 CITY: BURLINGTON STATE: MA ZIP: 01803 BUSINESS PHONE: (781) 305-7777 MAIL ADDRESS: STREET 1: 10 MALL ROAD STREET 2: SUITE 301 CITY: BURLINGTON STATE: MA ZIP: 01803 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-11-19 1 0001419600 Flexion Therapeutics Inc FLXN 0001247224 MERRIFIELD C ANN C/O FLEXION THERAPEUTICS 10 MALL ROAD, SUITE 301 BURLINGTON MA 01803 1 0 0 0 Common Stock 2021-11-19 4 D 0 19000 8.50 D 0 D Stock option (right to buy) 12.72 2021-11-19 4 D 0 18000 D 2024-06-10 Common Stock 18000 0 D Stock option (right to buy) 21.85 2021-11-19 4 D 0 9000 D 2025-06-16 Common Stock 9000 0 D Stock option (right to buy) 13.83 2021-11-19 4 D 0 12500 D 2026-06-09 Common Stock 12500 0 D Stock option (right to buy) 20.16 2021-11-19 4 D 0 12500 D 2027-06-21 Common Stock 12500 0 D Stock option (right to buy) 28.14 2021-11-19 4 D 0 12500 D 2028-06-19 Common Stock 12500 0 D Stock option (right to buy) 11.74 2021-11-19 4 D 0 12500 D 2029-06-18 Common Stock 12500 0 D Stock option (right to buy) 11.88 2021-11-19 4 D 0 7000 D 2030-06-09 Common Stock 7000 0 D Stock option (right to buy) 9.22 2021-11-19 4 D 0 7000 D 2031-06-23 Common Stock 7000 0 D Pursuant to the Agreement and Plan of Merger, dated as of October 11, 2021, by and among Flexion Therapeutics, Inc. ("Issuer"), Pacira BioSciences, Inc. and Oyster Acquisition Company Inc. ("Purchaser") ("Merger Agreement"), on November 19, 2021, Purchaser merged with and into Issuer, with Issuer continuing as the surviving corporation ("Merger"). At the effective time of the Merger, each share of Issuer's common stock was cancelled in exchange for (i) $8.50 per share in cash ("Cash Amount"), plus (ii) one non-transferable contractual contingent value right per share, which represent the right to receive one or more contingent payments of up to $8.00 per share in the aggregate, in cash, upon the achievement of specified milestones on or prior to December 31, 2030 ("CVR Payments"). Pursuant to the Merger Agreement, these shares were tendered and disposed of at the offer acceptance time in exchange for the right to receive (i) the Cash Amount, plus (ii) any CVR Payments. At the effective time of the Merger, each outstanding restricted stock unit award ("RSU") was accelerated and became fully vested and was cancelled and converted into the right to receive (i) $8.50 per share of Issuer common stock issuable in settlement of such RSU in cash, net of any withholding taxes required to be deducted and withheld by applicable law, plus (ii) any potential CVR Payments. At the effective time of the Merger, each outstanding option with an exercise price equal to, or greater than, $9.12 was cancelled without any consideration payable (whether in the form of cash or any potential CVR Payments) in respect of such cancelled option. /s/ Mark S. Levine, Attorney-in-Fact 2021-11-19