SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Capelli Christopher

(Last)

(First)

(Middle)

C/O SOLITON, INC. 5304 ASHBROOK DRIVE

(Street)

HOUSTON

77081

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Soliton, Inc. [ SOLY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CSO and Vice Chairman

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/16/2021		D⁽¹⁾		263,440	D	$22.6⁽¹⁾	0	D
Common Stock	12/16/2021		D⁽¹⁾		175,000	D	$22.6⁽¹⁾	0	I	See Footnote⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock option (right to buy)	$1.75	12/16/2021		D			725,000	⁽³⁾	06/08/2028	Common Stock	725,000	⁽³⁾	0	D
Stock option (right to buy)	$1.75	12/16/2021		D			108,500	⁽³⁾	02/04/2029	Common Stock	108,500	⁽³⁾	0	D
Stock option (right to buy)	$14.62	12/16/2021		D			35,150	⁽³⁾	06/27/2029	Common Stock	35,150	⁽³⁾	0	D
Stock option (right to buy)	$11.71	12/16/2021		D			89,300	⁽³⁾	02/04/2030	Common Stock	89,300	⁽³⁾	0	D
Stock option (right to buy)	$9.74	12/16/2021		D			113,000	⁽³⁾	01/21/2031	Common Stock	113,000	⁽³⁾	0	D
Warrant (right to buy)	$1.75	12/16/2021		D			11,512	⁽⁴⁾	10/19/2023	Common Stock	11,512	⁽⁴⁾	0	D
Warrant (right to buy)	$1.75	12/16/2021		D			8,634	⁽⁴⁾	10/30/2023	Common Stock	8,634	⁽⁴⁾	0	D
Warrant (right to buy)	$1.75	12/16/2021		D			7,771	⁽⁴⁾	11/15/2023	Common Stock	7,771	⁽⁴⁾	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of May 8, 2021 (the "Merger Agreement"), by and among Soliton, Inc. (the "Company"), AbbVie Inc. ("AbbVie") and Scout Merger Sub, Inc., a wholly owned subsidiary of AbbVie ("Merger Sub"), at the effective time of the merger of Merger Sub with and into the Company (the "Merger"), these shares of Company common stock were converted into the right to receive $22.60 in cash (the "Merger Consideration"), without interest.

2. Represents 175,000 shares of common stock held by M.D. Anderson Cancer Center ("MD Anderson") that were issued pursuant to a license agreement between Soliton, Inc. (the "Company") and MD Anderson. As the inventor of the intellectual property licensed from MD Anderson, Dr. Capelli is entitled to 50% of the proceeds (after the recoupment of any costs associated therewith) from the sale by MD Anderson of the shares issued to MD Anderson in connection with the license agreement.

3. Pursuant to the Merger Agreement, immediately prior to the effective time of the Merger, each outstanding and unexercised option, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to the Merger Consideration minus the exercise price that would be due in cash upon exercise of such option.

4. Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding and unexercised warrant, whether vested or unvested, was converted into the right to receive a cash payment, without interest and subject to deduction for any required withholding under applicable law, in an amount equal to the excess of (i) the number of shares of common stock subject to the warrant, multiplied by the Merger Consideration over (ii) the number of shares of common stock subject to the warrant, multiplied by the per share exercise price of such warrant.

Remarks:

	/s/ Christopher Capelli	12/16/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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