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