0001415889-23-016386.txt : 20231213
0001415889-23-016386.hdr.sgml : 20231213
20231213165118
ACCESSION NUMBER: 0001415889-23-016386
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231212
FILED AS OF DATE: 20231213
DATE AS OF CHANGE: 20231213
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Heine Lisa Wipperman
CENTRAL INDEX KEY: 0001703985
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-40518
FILM NUMBER: 231484617
MAIL ADDRESS:
STREET 1: 1244 76TH STREET WEST
CITY: INVER GROVE HEIGHTS
STATE: MN
ZIP: 55077
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Miromatrix Medical Inc.
CENTRAL INDEX KEY: 0001527096
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 271285782
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 6455 FLYING CLOUD DRIVE
STREET 2: SUITE 107
CITY: EDEN PRAIRIE
STATE: MN
ZIP: 55344
BUSINESS PHONE: (612)202-7026
MAIL ADDRESS:
STREET 1: 6455 FLYING CLOUD DRIVE
STREET 2: SUITE 107
CITY: EDEN PRAIRIE
STATE: MN
ZIP: 55344
4
1
form4-12132023_091212.xml
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2023-12-12
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0001527096
Miromatrix Medical Inc.
MIRO
0001703985
Heine Lisa Wipperman
6455 FLYING CLOUD DRIVE
SUITE 107
EDEN PRAIRIE
MN
55344
true
false
false
false
0
Common Stock
2023-12-12
4
U
0
66943
D
67413
D
Common Stock
2023-12-13
4
D
0
67413
D
0
D
Shares tendered and accepted pursuant to the terms of an
offer conducted pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), by and among the Issuer, United Therapeutics Corporation ("Parent") and Morpheus Subsidiary Inc., dated as of October 29, 2023, for consideration consisting of (i) $3.25 per share, payable in cash, without interest and less any required withholding taxes (the "Cash Consideration"), plus (ii) one contractual, non-tradeable contingent value right per share (each, a "CVR").
Each CVR entitles the reporting person to potentially receive contingent payments of up to an aggregate of $1.75 per CVR, without interest and less any required withholding taxes, upon the achievement of a specified milestone in accordance with the terms and subject to the conditions of a contingent value rights agreement (the "CVR Agreement"), dated as of December 12, 2023, by and between Parent and Continental Stock Transfer & Trust Company.
Previously unvested restricted stock units ("RSUs"), each of which represented a contingent right to receive one share of the Issuer's common stock.
In connection with the closing under the Merger Agreement, each outstanding RSU award was cancelled and exchanged for the right to receive (i) a cash payment equal to (x) the total numbers of shares subject to the RSU award multiplied by (y) the Cash Consideration and (ii) one CVR with respect to each share subject to such RSU award.
/s/ Steven C. Kennedy, Attorney-in-Fact
2023-12-13