0000899243-22-019796.txt : 20220526
0000899243-22-019796.hdr.sgml : 20220526
20220526172847
ACCESSION NUMBER: 0000899243-22-019796
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220524
FILED AS OF DATE: 20220526
DATE AS OF CHANGE: 20220526
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GUETH ANTON
CENTRAL INDEX KEY: 0001274940
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32302
FILM NUMBER: 22971573
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ANTARES PHARMA, INC.
CENTRAL INDEX KEY: 0001016169
STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841]
IRS NUMBER: 411350192
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 100 PRINCETON SOUTH
STREET 2: SUITE 300
CITY: EWING
STATE: NJ
ZIP: 08628
BUSINESS PHONE: 609-359-3020
MAIL ADDRESS:
STREET 1: 100 PRINCETON SOUTH
STREET 2: SUITE 300
CITY: EWING
STATE: NJ
ZIP: 08628
FORMER COMPANY:
FORMER CONFORMED NAME: ANTARES PHARMA INC
DATE OF NAME CHANGE: 20060120
FORMER COMPANY:
FORMER CONFORMED NAME: ANTARES PHARMA INC
DATE OF NAME CHANGE: 20020520
FORMER COMPANY:
FORMER CONFORMED NAME: ANTARES PHARMA INC /MN/
DATE OF NAME CHANGE: 20010604
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2022-05-24
1
0001016169
ANTARES PHARMA, INC.
ATRS
0001274940
GUETH ANTON
C/O ANTARES PHARMA, INC.
100 PRINCETON SOUTH, SUITE 300
EWING
NJ
08628
1
0
0
0
Common Stock
2022-05-24
4
D
0
386132
5.60
D
0
D
Common Stock
2022-05-24
4
D
0
1800
5.60
D
0
I
By Spouse, Pamela Harrington
Common Stock
2022-05-24
4
D
0
79645
5.60
D
0
D
Stock Option (right to buy)
3.09
2022-05-24
4
D
0
61930
D
Common Stock
61930
0
D
Stock Option (right to buy)
2.18
2022-05-24
4
D
0
99395
D
Common Stock
99395
0
D
Stock Option (right to buy)
1.12
2022-05-24
4
D
0
150000
D
Common Stock
150000
0
D
Stock Option (right to buy)
2.66
2022-05-24
4
D
0
80318
D
Common Stock
80318
0
D
Stock Option (right to buy)
2.70
2022-05-24
4
D
0
76548
D
Common Stock
76548
0
D
Stock Option (right to buy)
2.92
2022-05-24
4
D
0
46729
D
Common Stock
46729
0
D
Stock Option (right to buy)
2.73
2022-05-24
4
D
0
58246
D
Common Stock
58246
0
D
Stock Option (right to buy)
4.42
2022-05-24
4
D
0
48542
D
Common Stock
48542
0
D
This Form 4 reports securities disposed of pursuant to the terms of the Agreement and Plan of Merger (the "Merger Agreement"), dated as of April 12, 2022, by and among the Issuer, Antares Pharma, Inc., a Delaware corporation (the "Company"), Halozyme Therapeutics, Inc., a Delaware corporation ("Parent"), and Atlas Merger Sub, Inc., a Delaware corporation ("Purchaser") and a wholly owned subsidiary of Parent, to which Purchaser completed a tender offer for shares of common stock of Issuer, $0.01 par value per share (each, a "Share") and thereafter merged with and into the Issuer (the "Merger") effective as of May 24, 2022 (the "Effective Time").
(Continued from Footnote 1) At the Effective Time, each Share outstanding immediately prior to the Effective Time (other than Excluded Shares) was converted into the right to receive $5.60 in cash, without interest (the "Merger Consideration") and subject to any withholding of taxes required by applicable legal requirements, upon the terms and subject to the conditions of the Merger Agreement. From and after the Effective Time, all Shares were no longer outstanding and were automatically cancelled.
Each Company restricted stock unit ("Company RSU") means any restricted stock unit granted under the Company Equity Plan. At the Effective Time, each Company RSU that was outstanding immediately prior to the Effective Time was cancelled at the Effective Time and converted into the right to receive a cash payment equal to the product of (i) the number of Shares issuable in settlement of the Company RSU immediately prior to the Effective Time multiplied by (ii) the Merger Consideration.
Each Company option to purchase Shares ("Company Option") means any option to purchase Shares granted under the Company Equity Plan. At the Effective Time, each Company Option that was then outstanding as of immediately prior to the Effective Time was, to the extent unvested, accelerated and became fully vested and exercisable effective prior to the Effective Time. Each Company Option that was outstanding and unexercised as of immediately prior to the Effective Time was cancelled and converted into the right to receive cash in an amount equal to the product of (i) the total number of Shares subject to such Company Option immediately prior to the Effective Time, multiplied by (ii) the excess of (A) the Merger Consideration over (B) the exercise price payable per Share under such Company Option.
/s/ Lisa M. Kallebo as attorney-in-fact for Anton Gueth
2022-05-26