0000905718-21-001529.txt : 20211123
0000905718-21-001529.hdr.sgml : 20211123
20211123190012
ACCESSION NUMBER: 0000905718-21-001529
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211119
FILED AS OF DATE: 20211123
DATE AS OF CHANGE: 20211123
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Newtyn Management, LLC
CENTRAL INDEX KEY: 0001569241
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36287
FILM NUMBER: 211440582
BUSINESS ADDRESS:
STREET 1: 60 EAST 42ND STREET
STREET 2: 9TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10165
BUSINESS PHONE: 212-446-2465
MAIL ADDRESS:
STREET 1: 60 EAST 42ND STREET
STREET 2: 9TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10165
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
flexion_form4mov192021.xml
X0306
4
2021-11-19
0
0001419600
Flexion Therapeutics Inc
FLXN
0001569241
Newtyn Management, LLC
60 EAST 42ND STREET
9TH FLOOR
NEW YORK
NY
10165
0
0
1
0
Common Stock, par value $0.001 per share
2021-11-19
4
U
0
5900000
D
0
I
See footnote
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.
The shares are held directly by Newtyn Partners, LP ("NP") and Newtyn TE Partners, LP ("NTE"). Newtyn Management, LLC, as the investment manager to NP and NTE, possesses the sole power to direct the vote and the sole power to direct the disposition of the securities held by NP and NTE. Newtyn Management, LLC disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person, NP, NTE or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
/s/ Eugene Dozortsev
2021-11-23