| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SPPI | Common Stock, $0.001 par value | Disposed to Issuer | -195K | -100% | 0 | Jul 31, 2023 | Direct | F1 | ||
| transaction | SPPI | Common Stock, $0.001 par value | Disposed to Issuer | -36.8K | -100% | 0 | Jul 31, 2023 | Direct | F2 | ||
| transaction | SPPI | Common Stock, $0.001 par value | Disposed to Issuer | -386K | -100% | 0 | Jul 31, 2023 | Direct | F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SPPI | Stock Option (Right to Buy) | Disposed to Issuer | -778K | -100% | 0 | Jul 31, 2023 | Common Stock | 778K | $0.38 | Direct | F4, F5 | ||
| transaction | SPPI | Stock Option (Right to Buy) | Disposed to Issuer | -904K | -100% | 0 | Jul 31, 2023 | Common Stock | 904K | $0.63 | Direct | F4, F5 |
Keith M. McGahan is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Represents shares of the Issuer disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 24, 2023, by and among the Issuer, Assertio Holdings, Inc., a Delaware corporation ("Acquiror"), and Spade Merger Sub 1, Inc., a Delaware corporation and a wholly owned subsidiary of Acquiror, in exchange for consideration of (a) 0.1783 of a share of the common stock of Acquiror and cash in lieu of fractional shares (the "Upfront Consideration") and (b) a contingent value right ("CVR") to receive up to an additional $0.20 per common share (subject to adjustment), payable in cash or common stock of Acquiror at the election of Acquiror, upon the achievement of certain milestones, (the Upfront Consideration plus one CVR, collectively, the "Merger Consideration") on the effective date of the merger. |
| F2 | Represents shares of the Issuer covered by a restricted stock award, which were disposed of pursuant to the Merger Agreement in exchange for the aggregate Merger Consideration. |
| F3 | Represents shares underlying restricted stock units of the Issuer, which were disposed of pursuant to the Merger Agreement in exchange for the aggregate Merger Consideration. |
| F4 | Stock options of the Issuer (the "Company Options") were canceled in the merger and (i) if the Company Option had an exercise price less than the Upfront Consideration, it was exchanged for (1) common stock of the Acquiror with a value equal to the quotient of (A) the product of (x) the total number of common stock of Issuer underlying the Company Option multiplied by (y) the excess, if any, of the value of the Upfront Consideration over the exercise price of such Company Option, divided by (B) the average of the daily volume-weighted average price per share of the common stock of Acquiror calculated based on the ten (10) consecutive trading days ending two trading days prior to the date of the Merger Agreement and (2) a number of CVRs equal to the number of shares of common stock of the Issuer underlying such Company Option, (ii) if the Company Option had an exercise price equal to or greater than the Upfront Consideration and less than the Merger Consideration, |
| F5 | (Continued from Footnote 4) it was exchanged for a number of CVRs equal to the number of common stock of the Issuer underlying such Company Option (reduced by the amount that the exercise price exceeds the Upfront Consideration) and (iii) if the Company Option had an exercise price equal to or greater than the Merger Consideration, it was canceled for no consideration. |
Executive Vice President, Chief Legal Officer and Corporate Secretary