Statement of Changes in Beneficial Ownership (4)
2021年3月20日 - 6:05AM
Edgar (US Regulatory)
FORM 4
[X]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0287
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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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1. Name and Address of Reporting Person
*
Eisenstadt Richard I |
2. Issuer Name and Ticker or Trading Symbol
Neos Therapeutics, Inc.
[
NEOS
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer |
(Last)
(First)
(Middle)
C/O NEOS THERAPEUTICS, INC., 2940 N. HWY 360 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
3/19/2021 |
(Street)
GRAND PRAIRIE,, TX 75050
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 3/19/2021 | | D(1)(2) | | 126245 (3) | D | (1)(2) | 0 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) |
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Stock Option (Right to Buy) | $2.91 | 3/19/2021 | | D (4) | | | 86167 | (4) | (4) | Common Stock | 86167 | $0 | 0 | D | |
Stock Option (Right to Buy) | $9.32 | 3/19/2021 | | D (4) | | | 12500 | (4) | (4) | Common Stock | 12500 | $0 | 0 | D | |
Stock Option (Right to Buy) | $25.50 | 3/19/2021 | | D (4) | | | 60230 | (4) | (4) | Common Stock | 60230 | $0 | 0 | D | |
Stock Option (Right to Buy) | $10.74 | 3/19/2021 | | D (4) | | | 50000 | (4) | (4) | Common Stock | 50000 | $0 | 0 | D | |
Stock Option (Right to Buy) | $7.00 | 3/19/2021 | | D (4) | | | 45000 | (4) | (4) | Common Stock | 45000 | $0 | 0 | D | |
Stock Option (Right to Buy) | $8.30 | 3/19/2021 | | D (4) | | | 56250 | (4) | (4) | Common Stock | 56250 | $0 | 0 | D | |
Stock Option (Right to Buy) | $2.31 | 3/19/2021 | | D (4) | | | 230276 | (4) | (4) | Common Stock | 230276 | $0 | 0 | D | |
Stock Option (Right to Buy) | $1.49 | 3/19/2021 | | D (4) | | | 115000 | (4) | (4) | Common Stock | 115000 | $0 | 0 | D | |
Explanation of Responses: |
(1) | 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"). |
(2) | 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). |
(3) | This number includes 58,438 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. |
(4) | 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Eisenstadt Richard I C/O NEOS THERAPEUTICS, INC. 2940 N. HWY 360 GRAND PRAIRIE,, TX 75050 |
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| Chief Financial Officer |
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Signatures
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/s/ Richard I. Eisenstadt | | 3/19/2021 |
**Signature of Reporting Person | Date |
Neos Therapeutics (NASDAQ:NEOS)
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