SANDRA L. HELTON - 21 May 2025 Form 4 Insider Report for OptiNose, Inc. (OPTN)

Role
Director
Signature
/s/ Anthony J. Krick, Attorney-in-Fact
Issuer symbol
OPTN
Transactions as of
21 May 2025
Net transactions value
$0
Form type
4
Filing time
21 May 2025, 09:25:54 UTC
Previous filing
07 Jun 2024
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
HELTON SANDRA L Director C/O OPTINOSE, INC., 777 TOWNSHIP LINE ROAD, SUITE 300, YARDLEY /s/ Anthony J. Krick, Attorney-in-Fact 21 May 2025 0001166857

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 OPTN Stock Option (Right to Buy) Disposed to Issuer -5,000 -100% 0 21 May 2025 Common Stock 5,000 $15.60 Direct F1, F2, F3
transaction OPTN Stock Option (Right to Buy) Disposed to Issuer -3,566 -100% 0 21 May 2025 Common Stock 3,566 $17.70 Direct F1, F2, F3
transaction OPTN Stock Option (Right to Buy) Disposed to Issuer -2,133 -100% 0 21 May 2025 Common Stock 2,133 $29.25 Direct F1, F2, F3
transaction OPTN Stock Option (Right to Buy) Disposed to Issuer -962 -100% 0 21 May 2025 Common Stock 962 $53.10 Direct F1, F2, F3
transaction OPTN Stock Option (Right to Buy) Disposed to Issuer -962 -100% 0 21 May 2025 Common Stock 962 $84.75 Direct F1, F2, F3
transaction OPTN Stock Option (Right to Buy) Disposed to Issuer -962 -100% 0 21 May 2025 Common Stock 962 $99.00 Direct F1, F2, F3
transaction OPTN Stock Option (Right to Buy) Disposed to Issuer -1,925 -100% 0 21 May 2025 Common Stock 1,925 $263.85 Direct F1, F2, F3
transaction OPTN Stock Option (Right to Buy) Disposed to Issuer -962 -100% 0 21 May 2025 Common Stock 962 $337.50 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

SANDRA L. HELTON is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On March 19, 2025, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with Paratek Pharmaceuticals, Inc., a Delaware corporation ("Parent"), and Orca Merger Sub, Inc. a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"). Pursuant to the terms of the Merger Agreement, on May 21, 2025, Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly owned subsidiary of Parent upon consummation of the merger (the "Effective Time').
F2 At the Effective Time, each outstanding share of Common Stock was automatically converted into the right to receive (i) $9.00 in cash, without interest (the "Cash Consideration") and (ii) one contractual contingent value right ("CVR") per share representing the right to receive two contingent payments of up to $5.00 in cash upon achievement of specified milestones, as specified further in the CVR Agreement, by and among Parent and Equiniti Trust Company, LLC, as rights agent.
F3 Pursuant to the Merger Agreement, at the Effective Time, each outstanding and unexercised stock option, whether vested or unvested, was converted into the right to receive (i) an amount in cash, without interest, equal to the excess, if any of (A) the Cash Consideration over (B) the exercise price per share of such stock option; provided that, (1) each stock option with an exercise price per share that is greater than $14.00 (the sum of the Cash Consideration and the maximum amount payable under the CVR) was cancelled for no consideration and (2) each stock option with an exercise price per share that is greater than the amount of the Cash Consideration but less than $14.00 was canceled and converted into the right to receive one CVR with the amount payable pursuant to such CVR, if any, reduced by the amount by which the exercise price per share of such stock option exceeds the Cash Consideration).