Robert Besthof - Aug 16, 2021 Form 4 Insider Report for NRX Pharmaceuticals, Inc. (NRXP)

Role: Chief Comm. & Patient Officer
Signature: /s/ Robert Besthof
Stock symbol: NRXP
Transactions as of: Aug 16, 2021
Transactions value $: -$477,658
Form type: 4
Date filed: 11/2/2021, 04:04 PM
Previous filing: Jun 10, 2021
Next filing: Mar 10, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NRXP	Common Stock	Options Exercise	$12.7K	+63.7K		$0.20	63.7K	Aug 16, 2021	Direct	F1
transaction	NRXP	Common Stock	Sale	-$470K	-40K	-62.78%	$11.76^*	23.7K	Sep 15, 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NRXP	Employee Stock Option (Right to buy)	Conversion of derivative security	-$20K	-100K	-28.8%	$0.20	247K	Aug 16, 2021	Common Stock	100K	$0.20	Direct	F1
transaction	NRXP	Restricted Stock Units	Award	$0	+36.3K		$0.00	36.3K	Aug 16, 2021	Common Stock	36.3K		Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The options are fully vested.
F2	Shares and restricted stock units acquired pursuant to the exercise of 100,000 vested stock options under the NRX Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan (the "Plan"). The Reporting person received 63,701 freely tradable shares of common stock, par value $0.001 per share, of NRX Pharmaceuticals, Inc. (the "Common Stock") and 36,290 restricted stock units, each restricted stock unit representing a right to receive one share of Common Stock. The restricted stock units remain in the Plan and are subject to forfeiture if the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) do not occur on or prior to December 31, 2022.

Content

The options are fully vested.

Shares and restricted stock units acquired pursuant to the exercise of 100,000 vested stock options under the NRX Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan (the "Plan"). The Reporting person received 63,701 freely tradable shares of common stock, par value $0.001 per share, of NRX Pharmaceuticals, Inc. (the "Common Stock") and 36,290 restricted stock units, each restricted stock unit representing a right to receive one share of Common Stock. The restricted stock units remain in the Plan and are subject to forfeiture if the Earnout Share Milestone and the Earnout Cash Milestone (as defined in the Merger Agreement) do not occur on or prior to December 31, 2022.