0001209191-23-001140.txt : 20230104
0001209191-23-001140.hdr.sgml : 20230104
20230104171658
ACCESSION NUMBER: 0001209191-23-001140
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230103
FILED AS OF DATE: 20230104
DATE AS OF CHANGE: 20230104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Behbahani Ali
CENTRAL INDEX KEY: 0001613867
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39112
FILM NUMBER: 23507931
MAIL ADDRESS:
STREET 1: 5425 WISCONSIN AVE
CITY: CHEVY CHASE
STATE: MD
ZIP: 20815
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Oyster Point Pharma, Inc.
CENTRAL INDEX KEY: 0001720725
STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836]
IRS NUMBER: 811030955
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 202 CARNEGIE CENTER
STREET 2: SUITE 106
CITY: PRINCETON
STATE: NJ
ZIP: 08540
BUSINESS PHONE: (609) 382-9032
MAIL ADDRESS:
STREET 1: 202 CARNEGIE CENTER
STREET 2: SUITE 106
CITY: PRINCETON
STATE: NJ
ZIP: 08540
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2023-01-03
1
0001720725
Oyster Point Pharma, Inc.
OYST
0001613867
Behbahani Ali
1954 GREENSPRING DRIVE
SUITE 600
TIMONIUM
MD
21093
1
0
0
0
Common Stock
2023-01-03
4
D
0
10066
D
3573
D
Common Stock
2023-01-03
4
D
0
3573
D
0
D
Stock Option (Right to Buy)
3.63
2023-01-03
4
D
0
5359
D
2032-06-05
Common Stock
5359
0
D
Stock Option (Right to Buy)
17.74
2023-01-03
4
D
0
5199
D
2031-06-06
Common Stock
5199
0
D
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated November 7, 2022, among the Issuer, Iris Purchaser Inc.
("Purchaser"), a wholly owned subsidiary of Viatris, Inc. ("Viatris"), and Viatris, Purchaser commenced a tender offer (the "Offer") to purchase all
the outstanding common stock of the Issuer for the Per Share Price (as defined below). On January 3, 2023, the Offer consummated, after which
Purchaser merged with and into the Issuer with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Viatris (the
"Merger"). At the consummation of the Offer and the Merger, respectively, (i) Purchaser purchased all shares of Issuer's common stock that were
validly tendered pursuant to the Offer for a cash payment equal to the Per Share Price and (ii) each share of the Issuer's common stock that was
issued and outstanding immediately prior to the effective time of the Merger (the "Effective Time")(continued in Footnote 2)
(other than shares that were held (a) by the Issuer (including any treasury shares) or by Viatris or Purchaser or any other direct or indirect wholly
owned subsidiary of Viatris or (b) by stockholders of the Issuer who had properly exercised and perfected, and not withdrawn or otherwise lost,
their appraisal rights under the Delaware General Corporate Law) was cancelled and converted into the right to receive (a) a cash payment of
$11.00 per share (the "Cash Amount") and (b) one non-transferable contractual contingent value right representing the right to receive any
applicable milestone payment if specified milestones are achieved (the "Milestone Payment" and together with the Cash Amount, the "Per Share
Price") pursuant to a Contingent Value Rights Agreement, dated January 3, 2023, by and between Viatris and American Stock Transfer & Trust
Company, LLC as Rights Agent.
This line item represents restricted stock units held by the Reporting Person. Upon the Merger, which constituted a "change of control" under the
Issuer's Outside Director Compensation Policy, vesting of the Reporting Person's outstanding unvested restricted stock units was accelerated
and each restricted stock unit was canceled in exchange for a cash payment equal to the Per Share Price less applicable tax withholdings.
This line item represents stock options held by the Reporting Person. Upon the Merger, which constituted a "change of control" under the Issuer's
Outside Director Compensation Policy, vesting of the Reporting Person's outstanding unvested stock options were accelerated, each such stock
option became immediately exercisable and was canceled in exchange for a cash payment equal to the excess, if any, of the Per Share Price
over the exercise price applicable to such stock option, less applicable tax withholdings.
Each vested option that has an exercise price per share that is equal to or greater than the Per Share Price will be canceled for no consideration.
/s/ Louis Citron, attorney-in-fact
2023-01-04