0000902664-24-005552.txt : 20240918 0000902664-24-005552.hdr.sgml : 20240918 20240918163048 ACCESSION NUMBER: 0000902664-24-005552 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240916 FILED AS OF DATE: 20240918 DATE AS OF CHANGE: 20240918 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Caligan Partners LP CENTRAL INDEX KEY: 0001727492 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34703 FILM NUMBER: 241307943 BUSINESS ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 718-570-6018 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: JOHNSON DAVID EDWARD CENTRAL INDEX KEY: 0001785557 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34703 FILM NUMBER: 241307942 MAIL ADDRESS: STREET 1: 780 THIRD AVENUE STREET 2: 30TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALIMERA SCIENCES INC CENTRAL INDEX KEY: 0001267602 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 200028718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6310 TOWN SQUARE STREET 2: SUITE 400 CITY: ALPHARETTA STATE: GA ZIP: 30005 BUSINESS PHONE: 678-990-5740 MAIL ADDRESS: STREET 1: 6310 TOWN SQUARE STREET 2: SUITE 400 CITY: ALPHARETTA STATE: GA ZIP: 30005 4 1 ownership.xml X0508 4 2024-09-16 1 0001267602 ALIMERA SCIENCES INC ALIM 0001727492 Caligan Partners LP 780 THIRD AVENUE 30TH FLOOR NEW YORK NY 10017 0 0 1 0 0001785557 JOHNSON DAVID EDWARD 780 THIRD AVENUE 30TH FLOOR NEW YORK NY 10017 0 0 1 0 0 Common Stock, par value $0.01 per share ("Common Stock") 2024-09-16 4 J 0 16835154 D 0 I See footnote Warrants 2.10 2024-09-16 4 J 0 800000 D 2024-03-24 2030-03-24 Common Stock 800000 0 I See footnote Notional Derivative Agreements (obligation to buy) 2024-09-16 4 J 1 1 D 2025-09-26 Common Stock 490000 0 I See footnote Pursuant to the Agreement and Plan of Merger, dated as of June 21, 2024, by and among ANI Pharmaceuticals, Inc., a Delaware corporation ("ANI") and Alimera Sciences, Inc., a Delaware corporation (the "Issuer") and the other parties thereto (the "Merger Agreement") as of the effective time of the merger (the "Effective Time"), each outstanding share of Common Stock was cancelled and ceased to exist and converted into the right to receive (i) $5.50 in cash, without interest and (ii) one contingent value right representing the right to receive contingent cash payments subject to the achievement of certain milestones and the terms and conditions set forth in a contingent value rights agreement entered into between ANI and a rights agent (the consideration contemplated by (i) and (ii), together, the "Merger Consideration"). This Form 4 is filed by David Johnson ("Mr. Johnson") and Caligan Partners LP ("Caligan") with respect to the securities previously held by Caligan Partners Master Fund LP, a Cayman Islands limited partnership, and certain funds and managed accounts to which Caligan serves as investment manager (the "Caligan Funds and Accounts"). Mr. Johnson is the Managing Partner of Caligan and a Managing Member of Caligan Partners GP LLC, the general partner of Caligan. Immediately prior to the Effective Time, the warrants to purchase shares of Common Stock were net exercised and the resulting shares of Common Stock were converted into the right to receive the Merger Consideration pursuant to the terms of the Merger Agreement. As a result of the closing of the merger, the derivative agreements held by the Caligan Funds and Accounts settled in accordance with their terms based on the Merger Consideration. Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4 except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Caligan Partners LP, By: /s/ David Johnson, Managing Partner 2024-09-18 /s/ David Edward Johnson 2024-09-18