0001104659-21-039228.txt : 20210319 0001104659-21-039228.hdr.sgml : 20210319 20210319173556 ACCESSION NUMBER: 0001104659-21-039228 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210319 FILED AS OF DATE: 20210319 DATE AS OF CHANGE: 20210319 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McLaughlin Gerald W. CENTRAL INDEX KEY: 0001495412 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37508 FILM NUMBER: 21759257 MAIL ADDRESS: STREET 1: 227 WASHINGTON STREET STREET 2: SUITE 200 CITY: CONSHOHOCKEN STATE: PA ZIP: 19428 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Neos Therapeutics, Inc. CENTRAL INDEX KEY: 0001467652 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 270395455 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2940 N. HIGHWAY 360 STREET 2: SUITE 400 CITY: GRAND PRAIRIE STATE: TX ZIP: 75050 BUSINESS PHONE: 972.408.1360 MAIL ADDRESS: STREET 1: 2940 N. HIGHWAY 360 STREET 2: SUITE 400 CITY: GRAND PRAIRIE STATE: TX ZIP: 75050 4 1 tm219870-12_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2021-03-19 1 0001467652 Neos Therapeutics, Inc. NEOS 0001495412 McLaughlin Gerald W. C/O NEOS THERAPEUTICS, INC. 2940 N. HWY 360 GRAND PRAIRIE TX 75050 1 1 0 0 Chief Executive Officer Common Stock 2021-03-19 4 D 0 270171 D 0 D Stock Option (Right to Buy) 6.20 2021-03-19 4 D 0 600000 0 D Common Stock 600000 0 D Stock Option (Right to Buy) 2.31 2021-03-19 4 D 0 392688 0 D Common Stock 392688 0 D Stock Option (Right to Buy) 1.49 2021-03-19 4 D 0 395000 0 D Common Stock 395000 0 D Stock Option (Right to Buy) 5.55 2021-03-19 4 D 0 100000 0 D Common Stock 100000 0 D Stock Option (Right to Buy) 2.31 2021-03-19 4 D 0 65447 0 D Common Stock 65447 0 D This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement") dated as of December 10, 2020, by and among the Company, Aytu BioScience, Inc. ("Parent"), and Neutron Acquisition Sub, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Company (the "Merger") effective as of March 19, 2021 (the "Effective Time"). At the Effective Time, each issued and outstanding share of common stock of the Issuer (each, a "Share") (excluding any Shares held in the treasury of the Company or owned, directly or indirectly, by Parent or Merger Sub immediately prior to the Effective Time) was cancelled and converted into the right to receive 0.1088 (the "Exchange Ratio") shares of Common Stock of Parent (the "Parent Common Stock"), plus the right, if any, to receive cash in lieu of fractional shares of Parent Common Stock into which such Shares would have been converted (as described in the Merger Agreement). This number includes 145,000 restricted stock units (each, an "RSU") held by the Reporting Person. At the Effective Time, each RSU that was outstanding prior to the Effective Time immediately and automatically ceased to represent a right to acquire shares of Company Common Stock and was assumed by Parent and converted automatically into a restricted stock unit denominated in Parent Common Stock equal to the number of Shares subject to the RSU prior to the Effective Time multiplied by the Exchange Ratio, and any cash in lieu of fractional shares of Parent Common Stock. At the Effective Time, each option to purchase Shares of the Company that was outstanding immediately prior to the Effective Time that had an exercise price per share equal to or less than $0.95 (any such option, an "Assumed Company Option") ceased to represent a right to acquire Shares, was assumed by Parent and automatically converted into the option to purchase shares of Parent Common Stock equal to the number of Shares underlying each such Assumed Company Option multiplied by the Exchange Ratio. All outstanding stock options of the Company that were not Assumed Company Options were cancelled at the Effective Time without payment of any consideration. /s/ Richard Eisenstadt, attorney in fact 2021-03-19