0000899243-22-019797.txt : 20220526 0000899243-22-019797.hdr.sgml : 20220526 20220526173056 ACCESSION NUMBER: 0000899243-22-019797 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: ROCHE ROBERT P JR CENTRAL INDEX KEY: 0001210193 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32302 FILM NUMBER: 22971588 MAIL ADDRESS: STREET 1: 41 MOORES ROAD CITY: FRAZER STATE: PA ZIP: 19355 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 0001210193 ROCHE ROBERT P JR 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 118392 5.60 D 0 D Common Stock 2022-05-24 4 D 0 49425 5.60 D 0 D Stock Option (right to buy) 4.54 2022-05-24 4 D 0 20000 D Common Stock 20000 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 Robert P. Roche Jr. 2022-05-26