0001104659-24-101112.txt : 20240918 0001104659-24-101112.hdr.sgml : 20240918 20240918215330 ACCESSION NUMBER: 0001104659-24-101112 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240916 FILED AS OF DATE: 20240918 DATE AS OF CHANGE: 20240918 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EISWIRTH RICHARD S JR CENTRAL INDEX KEY: 0001374256 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34703 FILM NUMBER: 241308707 MAIL ADDRESS: STREET 1: 6120 WINDWARD PARKWAY STREET 2: STE 290 CITY: ALPHARETTA STATE: GA ZIP: 30005 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALIMERA SCIENCES INC CENTRAL INDEX KEY: 0001267602 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 200028718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6310 TOWN SQUARE STREET 2: SUITE 400 CITY: ALPHARETTA STATE: GA ZIP: 30005 BUSINESS PHONE: 678-990-5740 MAIL ADDRESS: STREET 1: 6310 TOWN SQUARE STREET 2: SUITE 400 CITY: ALPHARETTA STATE: GA ZIP: 30005 4 1 tm2424353-3_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-09-16 1 0001267602 ALIMERA SCIENCES INC ALIM 0001374256 EISWIRTH RICHARD S JR 6310 TOWN SQUARE, SUITE 400 ALPHARETTA GA 30005 0 1 0 0 President and CEO 0 Common Stock 2024-09-16 4 D 0 324018 D 0 D Restricted Stock Units 2024-09-16 4 D 0 14700 D Common Stock 14700 0 D Employee Stock Option (Right to Buy) 2.99 2024-09-16 4 D 0 400000 D 2033-10-01 Common Stock 400000 0 D Employee Stock Option (Right to Buy) 4.96 2024-09-16 4 D 0 75000 D 2032-01-03 Common Stock 75000 0 D Employee Stock Option (Right to Buy) 5.01 2024-09-16 4 D 0 52500 D 2031-01-06 Common Stock 52500 0 D Employee Stock Option (Right to Buy) 6.75 2024-09-16 4 D 0 53500 D 2030-01-09 Common Stock 53500 0 D Employee Stock Option (Right to Buy) 0.86 2024-09-16 4 D 0 500000 D 2029-01-22 Common Stock 500000 0 D Employee Stock Option (Right to Buy) 1.16 2024-09-16 4 D 0 300000 D 2028-01-21 Common Stock 300000 0 D Employee Stock Option (Right to Buy) 1.18 2024-09-16 4 D 0 325000 D 2027-01-19 Common Stock 325000 0 D Employee Stock Option (Right to Buy) 1.33 2024-09-16 4 D 0 51471 D 2026-10-12 Common Stock 51471 0 D Employee Stock Option (Right to Buy) 2.47 2024-09-16 4 D 0 275000 D 2026-01-03 Common Stock 275000 0 D Pursuant to the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Merger Agreement"), by and among the Issuer, ANI Pharmaceuticals, Inc., a Delaware corporation ("Parent") and ANIP Merger Sub INC., a Delaware corporation and a wholly owned indirect subsidiary of Parent, as of the effective time of the merger (the "Effective Time"), each share of common stock was converted into the right to receive (i) $5.50 in cash, without interest (such amount, the "Closing Cash Consideration") and (ii) one contingent value right ("CVR") representing the right to receive contingent cash payments subject to the achievement of certain milestones and the terms and conditions set forth in a contingent value rights agreement entered into between Parent and a rights agent (the consideration contemplated by (i) and (ii), together, the "Merger Consideration"). Pursuant to the terms of the Merger Agreement, as of the Effective Time, each restricted stock unit (each, an "RSU") granted by the Issuer that was outstanding and unvested immediately prior to the Effective Time was converted into the right to receive (i) an amount of cash equal to the product of (A) the number of shares of common stock then underlying such RSU multiplied by (B) the Closing Cash Consideration and (ii) CVRs in an amount equal to the total number of shares of common stock then underlying such RSUs. Pursuant to the terms of the Merger Agreement, at the Effective Time, each stock option granted by the Issuer to purchase shares (each, an "Option") that was outstanding and unvested immediately prior to the Effective Time vested in full, and each Option that was outstanding and unexercised which had a per share exercise price that was less than the Closing Cash Consideration was converted into the right to receive the sum of an amount in cash (without interest and subject to deduction for any required withholding as contemplated in the Merger Agreement) equal to: (A) the excess, if any, of the Closing Cash Consideration over the exercise price per share of such Option; multiplied by the number of shares underlying such Option and (B) one CVR. /s/ Richard S. Eiswirth Jr. 2024-09-18