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