0000905718-21-001529.txt : 20211123 0000905718-21-001529.hdr.sgml : 20211123 20211123190012 ACCESSION NUMBER: 0000905718-21-001529 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211119 FILED AS OF DATE: 20211123 DATE AS OF CHANGE: 20211123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Newtyn Management, LLC CENTRAL INDEX KEY: 0001569241 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36287 FILM NUMBER: 211440582 BUSINESS ADDRESS: STREET 1: 60 EAST 42ND STREET STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10165 BUSINESS PHONE: 212-446-2465 MAIL ADDRESS: STREET 1: 60 EAST 42ND STREET STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10165 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 flexion_form4mov192021.xml X0306 4 2021-11-19 0 0001419600 Flexion Therapeutics Inc FLXN 0001569241 Newtyn Management, LLC 60 EAST 42ND STREET 9TH FLOOR NEW YORK NY 10165 0 0 1 0 Common Stock, par value $0.001 per share 2021-11-19 4 U 0 5900000 D 0 I See footnote 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. The shares are held directly by Newtyn Partners, LP ("NP") and Newtyn TE Partners, LP ("NTE"). Newtyn Management, LLC, as the investment manager to NP and NTE, possesses the sole power to direct the vote and the sole power to direct the disposition of the securities held by NP and NTE. Newtyn Management, LLC disclaims beneficial ownership of such shares, except to the extent of its pecuniary interest therein. This report shall not be deemed an admission that the reporting person, NP, NTE or any other person is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. /s/ Eugene Dozortsev 2021-11-23