0001209191-21-065717.txt : 20211119 0001209191-21-065717.hdr.sgml : 20211119 20211119101344 ACCESSION NUMBER: 0001209191-21-065717 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: Koppikar Utpal CENTRAL INDEX KEY: 0001742696 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36287 FILM NUMBER: 211426868 MAIL ADDRESS: STREET 1: C/O ATARA BIOTHERAPEUTICS, INC. STREET 2: 611 GATEWAY BLVD, SUITE 900 CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 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 0001742696 Koppikar Utpal C/O FLEXION THERAPEUTICS, INC. 10 MALL ROAD, SUITE 301 BURLINGTON MA 01803 1 0 0 0 Stock option (right to buy) 7.82 2021-11-19 4 D 0 32000 D 2031-07-08 Common Stock 32000 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 outstanding option with an exercise price less than $8.50 per share was accelerated and became fully vested and exercisable and was cancelled and converted into the right to receive (i) cash in an amount equal to the product of (a) the total number of shares of Issuer common stock subject to such option multiplied by (b) the excess of (x) $8.50 per share over (y) the exercise price payable per share of Issuer common stock under such option, and (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. /s/ Mark S. Levine, Attorney-in-Fact 2021-11-19