UNITED THERAPEUTICS Corp - Dec 12, 2023 Form 3 Insider Report for Miromatrix Medical Inc. (MIRO)

Role: 10%+ Owner
Signature: /s/ John S. Hess, Jr., Executive Vice President, Deputy General Counsel, and Assistant Corporate Secretary
Stock symbol: MIRO
Transactions as of: Dec 12, 2023
Transactions value $: $0
Form type: 3
Date filed: 12/14/2023, 02:06 PM

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	MIRO	Common Stock						27.4M	Dec 12, 2023	Direct	F1, F2, F3

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

Explanation of Responses:

Id	Content
F1	Pursuant to the terms of the Agreement and Plan of Merger, dated as of October 29, 2023 (the "Merger Agreement"), by and among United Therapeutics Corporation (the "Reporting Person"), a Delaware public benefit corporation, Morpheus Subsidiary Inc. ("Purchaser"), a Delaware corporation and a wholly owned subsidiary of the Reporting Person, and Miromatrix Medical Inc., a Delaware corporation (the "Issuer"), Purchaser conducted a tender offer (the "Offer") for all issued and outstanding shares of common stock, par value $0.00001 per share ("Common Stock") of the Issuer, in exchange for (i) $3.25 per share in cash, plus (ii) one contractual contingent value right per share, representing the right to receive a contingent payment of $1.75 in cash upon the achievement of a specified milestone on or prior to December 31, 2025, in each case, without interest and less any required withholding taxes (collectively, the "Offer Consideration").
F2	The tender offer expired at one minute after 11:59 p.m., New York City time, on December 11, 2023, at which time 22,876,102 shares of Common Stock were validly tendered and "received" (as defined in Section 251(h) of the Delaware General Corporation Law (the "DGCL")) by the Paying Agent and not validly withdrawn pursuant to the Offer. On December 12, 2023, Purchaser accepted for payment all such shares.
F3	On December 13, 2023, Purchaser merged with and into the Issuer, pursuant to Section 251(h) of the DGCL, with the Issuer surviving as a wholly owned subsidiary of the Reporting Person (the "Merger"). In the Merger, (i) each share of Common Stock (other than shares held in the treasury of the Issuer and shares irrevocably accepted for purchase pursuant to the Offer) was converted into the right to receive the Offer Consideration and (ii) the one share of common stock of Purchaser issued and outstanding immediately before the Merger was automatically converted into and became one validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, of the Issuer.