0001209191-21-065709.txt : 20211119
0001209191-21-065709.hdr.sgml : 20211119
20211119100454
ACCESSION NUMBER: 0001209191-21-065709
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211119
FILED AS OF DATE: 20211119
DATE AS OF CHANGE: 20211119
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Wentworth Kerry
CENTRAL INDEX KEY: 0001369453
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36287
FILM NUMBER: 211426821
MAIL ADDRESS:
STREET 1: AGENUS INC.
STREET 2: 3 FORBES ROAD
CITY: LEXINGTON
STATE: MA
ZIP: 02421
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Flexion Therapeutics Inc
CENTRAL INDEX KEY: 0001419600
STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 10 MALL ROAD
STREET 2: SUITE 301
CITY: BURLINGTON
STATE: MA
ZIP: 01803
BUSINESS PHONE: (781) 305-7777
MAIL ADDRESS:
STREET 1: 10 MALL ROAD
STREET 2: SUITE 301
CITY: BURLINGTON
STATE: MA
ZIP: 01803
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2021-11-19
1
0001419600
Flexion Therapeutics Inc
FLXN
0001369453
Wentworth Kerry
C/O FLEXION THERAPEUTICS, INC.
10 MALL ROAD, SUITE 301
BURLINGTON
MA
01803
0
1
0
0
Chief Regulatory Officer
Common Stock
2021-11-19
4
D
0
140843
8.50
D
0
D
Common Stock
2021-11-19
4
D
0
6000
8.50
D
0
I
By Spouse
Stock Option (right to buy)
19.61
2021-11-19
4
D
0
24000
D
2024-11-02
Common Stock
24000
0
D
Stock Option (right to buy)
22.91
2021-11-19
4
D
0
10000
D
2025-01-20
Common Stock
10000
0
D
Stock Option (right to buy)
18.16
2021-11-19
4
D
0
10000
D
2025-11-03
Common Stock
10000
0
D
Stock Option (right to buy)
18.20
2021-11-19
4
D
0
20000
D
2026-01-03
Common Stock
20000
0
D
Stock Option (right to buy)
18.56
2021-11-19
4
D
0
35000
D
2026-12-19
Common Stock
35000
0
D
Stock Option (right to buy)
22.31
2021-11-19
4
D
0
33333
D
2028-01-31
Common Stock
33333
0
D
Stock Option (right to buy)
14.75
2021-11-19
4
D
0
18000
D
2029-02-28
Common Stock
18000
0
D
Stock Option (right to buy)
15.78
2021-11-19
4
D
0
15500
D
2030-03-01
Common Stock
15500
0
D
Stock Option (right to buy)
11.41
2021-11-19
4
D
0
20000
D
2031-02-28
Common Stock
20000
0
D
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"). At the effective time of the Merger, each share of Issuer's common stock was cancelled in exchange for (i) $8.50 per share in cash ("Cash Amount"), plus (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 on or prior to December 31, 2030 ("CVR Payments"). Pursuant to the Merger Agreement, these shares were tendered and disposed of at the offer acceptance time in exchange for the right to receive (i) the Cash Amount, plus (ii) any CVR Payments.
At the effective time of the Merger, each outstanding restricted stock unit award ("RSU") was accelerated and became fully vested and was cancelled and converted into the right to receive (i) $8.50 per share of Issuer common stock issuable in settlement of such RSU in cash, net of any withholding taxes required to be deducted and withheld by applicable law, plus (ii) any potential CVR Payments.
Includes 481 shares of Issuer common stock acquired under the Issuer's 2013 Employee Stock Purchase Plan on November 17, 2021
At the effective time of the Merger, each outstanding option with an exercise price equal to, or greater than, $9.12 was cancelled without any consideration payable (whether in the form of cash or any potential CVR Payments) in respect of such cancelled option.
/s/ Mark S. Levine, Attorney-in-Fact
2021-11-19