Utpal Koppikar - Nov 19, 2021 Form 4 Insider Report for Flexion Therapeutics Inc (FLXN)

Role
Director
Signature
/s/ Mark S. Levine, Attorney-in-Fact
Stock symbol
FLXN
Transactions as of
Nov 19, 2021
Transactions value $
$0
Form type
4
Date filed
11/19/2021, 09:13 AM
Previous filing
Nov 18, 2021
Next filing
Feb 9, 2022
SEC
View on sec.gov

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 FLXN Stock option (right to buy) Disposed to Issuer -32K -100% 0 Nov 19, 2021 Common Stock 32K $7.82 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Utpal Koppikar is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Agreement and Plan of Merger, dated as of October 11, 2021, by and among Flexion Therapeutics, Inc. ("Issuer"), Pacira BioSciences, Inc. and Oyster Acquisition Company Inc. ("Purchaser") ("Merger Agreement"), on November 19, 2021, Purchaser merged with and into Issuer, with Issuer continuing as the surviving corporation ("Merger").
F2 At the effective time of the Merger, each outstanding option with an exercise price less than $8.50 per share was accelerated and became fully vested and exercisable and was cancelled and converted into the right to receive (i) cash in an amount equal to the product of (a) the total number of shares of Issuer common stock subject to such option multiplied by (b) the excess of (x) $8.50 per share over (y) the exercise price payable per share of Issuer common stock under such option, and (ii) one non-transferable contractual contingent value right per share, which represent the right to receive one or more contingent payments of up to $8.00 per share in the aggregate, in cash, upon the achievement of specified milestones.