Alessandra Daigneault - Aug 19, 2021 Form 4 Insider Report for NRX Pharmaceuticals, Inc. (NRXP)

Role: General Counsel & Secretary
Signature: /s/ Alessandra Daigneault
Stock symbol: NRXP
Transactions as of: Aug 19, 2021
Transactions value $: -$545,165
Form type: 4
Date filed: 11/2/2021, 04:05 PM
Previous filing: Jun 10, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NRXP	Common Stock	Options Exercise	$84.1K	+27.4K	+433.47%	$3.07^*	33.7K	Aug 19, 2021	Direct	F1
transaction	NRXP	Common Stock	Sale	-$442K	-33.7K	-100%	$13.11^*	0	Aug 23, 2021	Direct
transaction	NRXP	Common Stock	Options Exercise	$56.5K	+18.4K		$3.07^*	18.4K	Sep 2, 2021	Direct	F2
transaction	NRXP	Common Stock	Options Exercise	$40.4K	+13.2K	+71.47%	$3.07^*	31.6K	Sep 2, 2021	Direct	F3

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	-$132K	-43K	-29.89%	$3.07^*	101K	Aug 19, 2021	Common Stock	43K	$3.07	Direct	F4
transaction	NRXP	Restricted Stock Units	Award	$0	+15.6K		$0.00	15.6K	Aug 19, 2021	Common Stock	15.6K		Direct	F1
transaction	NRXP	Employee Stock Option (Right to buy)	Conversion of derivative security	-$88.8K	-28.9K	-28.68%	$3.07^*	71.9K	Sep 2, 2021	Common Stock	28.9K	$3.07	Direct	F4
transaction	NRXP	Employee Stock Option (Right to buy)	Conversion of derivative security	-$63.4K	-20.7K	-41.67%	$3.07^*	28.9K	Sep 2, 2021	Common Stock	20.7K	$3.07	Direct	F5
transaction	NRXP	Restricted Stock Units	Award	$0	+10.5K	+67.26%	$0.00	26.1K	Sep 2, 2021	Common Stock	10.5K		Direct	F2
transaction	NRXP	Restricted Stock Units	Award	$0	+7.5K	+28.74%	$0.00	33.6K	Sep 2, 2021	Common Stock	7.5K		Direct	F3

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

Explanation of Responses:

Id	Content
F1	Shares and restricted stock units acquired pursuant to the exercise of 43,000 vested stock options under the NRX Pharmaceuticals, Inc. 2021 Omnibus Incentive Plan (the "Plan"). The Reporting person received 27,395 freely tradable shares of common stock, par value $0.001 per share, of NRX Pharmaceuticals, Inc. (the "Common Stock ") and 15,605 restricted stock units, each restricted stock unit representing a right to receive one share of Common Stock. These 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.
F2	Shares and restricted stock units acquired pursuant to the exercise of 28,916 vested stock options under the Plan. The Reporting person received 18,420 freely tradable shares of Common Stock and 10,496 restricted stock units under the Plan, each restricted stock unit representing a right to receive one share of Common Stock. These 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.
F3	Shares and restricted stock units acquired pursuant to the exercise of 20,666 vested stock options under the Plan. The Reporting person received 13,164 freely tradable shares of Common Stock and 7,502 restricted stock units under the Plan, each restricted stock unit representing a right to receive one share of Common Stock. These 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.
F4	From an option grant dated September 1, 2020; subject to certain conditions, the options will generally vest in 24 equal installments every month commencing on 09/30/2020 and fully vesting on 09/30/2022. As of September 1, 2021, 22,923 options had vested and were available for exercise.
F5	From an option grant dated November 15, 2020; subject to certain conditions, the options will generally vest at a rate of 2066 every month commencing on 11/30/2020 through 10/30/1022 and the final 2,082 shares on 11/30/2022. As of September 1, 2021, 20,666 shares had vested and were available for exercise.